Unassociated Document

(1) Penalty Type

Maturity Var: Payoff to Maturity Date delta

Prepay Penalties

Yield Maintenance

Yield Maintenance & Exit Fees

STATE OF KANSAS	)
	) ss.
COUNTY OF JOHNSON	)

On the 25th day of February in the year 2013, before me, the undersigned, personally appeared Bradley J. Hauger, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument, and that such individual made such appearance before the undersigned in the City of Overland Park, Kansas.

	/s/ Brent Kinder
	Signature and Office of individual taking acknowledgment
	BRENT KINDER NOTARY PUBLIC - State of Kansas My Appt. Exp. January 30, 2014

This instrument prepared by:

Name:	Cadwalader, Wickersham & Taft LLP
Address:	One World Financial Center
	New York, New York 10281

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF SAN FRANCISCO	)

On February 22, 2013 before me, S. Espinosa, Notary Public personally appeared George Wisniewski who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature /s/ S. Espinosa

S. ESPINOSA

COMM. # 1955179

NOTARY PUBLIC - CALIFORNIA

SAN FRANCISCO COUNTY

My Comm. Expires Nov. 2, 2015

(Seal)

STATE OF CALIFORNIA	)
	) ss.
COUNTY OF ORANGE	)

On February 25, 2013 before me, Joisy Lissbeth Rodriguez Notary Public, personally appeared Jennifer Van Dyne and Melissa Rossiter, who proved to me on the basis of satisfactory evidence to be the people whose names are subscribed to the within instrument and acknowledged to me that they executed the same in their authorized capacity and that by their signatures on the instrument the people, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

/s/ Joisy Lissbeth Rodriguez

Notary signature

JOISY LISSETH RODRIGUEZ

Commission # 1989132

Notary Public - California

Orange County

My Comm. Expires Aug. 25, 2016

(Seal)

EXHIBIT A-1

FORM OF CLASS A-1 GLOBAL CERTIFICATE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, ANY ORIGINATOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

A-1-1

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS A-1

Class A-1 Pass-Through Rate: 0.7787%	CUSIP: 90270Y BC2 ISIN: US90270YBC21
Original Aggregate Certificate Balance of the Class A-1 Certificates: $82,500,000	Initial Certificate Balance of this Certificate: $[_________]

First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)

Assumed Final Distribution Date: February 2018	No.: A-1-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), by and among UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor (the “Operating Advisor”), and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian (the “Trustee”), evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class X-A, Class X-B, Class EC, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

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This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

Interest accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with respect to this Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

All distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the persons in whose names the Certificates are registered at the close of business on each Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate

A-1-3

Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set aside and held in trust by the Certificate Administrator for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders, at their last addresses shown in the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. The Certificate Administrator shall hold all amounts distributable to the non-tendering Certificateholders for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.

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(xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and; (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

This Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator.

As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements Article V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling and Servicing Agreement.

Prior to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-1-5

The Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions therein which may be defective or inconsistent with any other provisions therein; (iii) to amend any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates by each Rating Agency; provided that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any other change; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5; provided that such modification does not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to (A) the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A); provided that such amendment shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; provided, further that such amendment shall not adversely affect in any material respects the interests of any Certificateholder, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated class, receipt of a No Downgrade Confirmation from each applicable Rating Agency; and provided, further, that the Trustee shall give notice of any such amendment to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website), and promptly, but not earlier than the second Business Day after the Trustee provides the 17g-5 Information Provider such notice, to each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing

A-1-6

Agreement or modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment may:

(i)

reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans which are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby;

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

alter the Servicing Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby; or

(iv)

amend any section of the Pooling and Servicing Agreement which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby.

Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and from time to time, without the consent of the Certificateholders may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the

A-1-7

Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum of, without duplication,

(A)

100% of the Stated Principal Balance of each Mortgage Loan (other than any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date;

(B)

the fair market value of all other property included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;

(C)

all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the related Due Date in the Collection Period related to such Distribution Date (less any P&I Advances previously made on account of interest); and

(D)

the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees, Trustee/Certificate Administrator Fees and Trust Fund expenses; and

(ii) the aggregate fair market value of the Mortgage Loans, and all other property acquired in respect of any Mortgage Loan in the Trust Fund, on the last day of the month preceding such Anticipated Termination Date, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date, together with one month’s interest thereon (in each case, at the Mortgage Rate).

In addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class EC, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of its Certificates (other than the Class V, Class R and Class LR Certificates), including the Class X-B Certificates, for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-1-8

All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and the other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment) to the Certificateholders of all amounts held by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

Unless the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.

A-1-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.

Dated: ____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-1-10

EXHIBIT A-2

FORM OF CLASS A-2 GLOBAL CERTIFICATE

A-2-1

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS A-2

Class A-2 Pass-Through Rate: 2.1365%	CUSIP: 90270Y BD0 ISIN: US90270YBD04
Original Aggregate Certificate Balance of the Class A-2 Certificates: $17,000,000	Initial Certificate Balance of this Certificate: $[________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2018	No.: A-2-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

A-2-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-2-3

Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-2-4

A-2-5

A-2-6

Agreement or modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-2-7

Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-2-8

A-2-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.

Dated: ____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.

Dated: ____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-2-10

EXHIBIT A-3

FORM OF CLASS A-3 GLOBAL CERTIFICATE

A-3-1

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS A-3

Class A-3 Pass-Through Rate: 2.9204%	CUSIP: 90270Y BE8 ISIN: US90270YBE86
Original Aggregate Certificate Balance of the Class A-3 Certificates: $200,000,000	Initial Certificate Balance of this Certificate: $[________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: January 2023	No.: A-3-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

A-3-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-3-3

Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-3-4

A-3-5

A-3-6

Agreement or modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-3-7

Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-3-8

A-3-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-3-10

EXHIBIT A-4

FORM OF CLASS A-4 GLOBAL CERTIFICATE

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

A-4-1

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS A-4

Class A-4 Pass-Through Rate: 3.1847%	CUSIP: 90270Y BF5 ISIN: US90270YBF51
Original Aggregate Certificate Balance of the Class A-4 Certificates: $629,529,000	Initial Certificate Balance of this Certificate: $[________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: A-4-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

A-4-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-4-3

Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-4-4

A-4-5

A-4-6

Agreement or modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-4-7

Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-4-8

A-4-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-4-10

EXHIBIT A-5

FORM OF CLASS A-AB GLOBAL CERTIFICATE

A-5-1

UBS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS A-AB

Class A-AB Pass-Through Rate: 2.6874%	CUSIP: 90270Y BG3 ISIN: US90270YBG35
Original Aggregate Certificate Balance of the Class A-AB Certificates: $110,500,000	Initial Certificate Balance of this Certificate: $[___________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: November 2022	No.: A-AB-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D

A-5-2

of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-AB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-AB Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-5-3

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) any REO Property (to the extent of the Trust Fund’s interest therein); (iv) all revenues received in respect of any REO Property (to the extent of the Trust Fund’s interest therein) (in the case of an REO Property relating to a Pari Passu Mortgage Loan, to the extent allocated to the related Pari Passu Mortgage Loan under the related Co-Lender Agreement); (v) any Assignments of Leases, Rents and Profits and any security agreements (to the extent of the Trust Fund’s interest therein); (vi) any indemnities or guaranties given as additional security for any Mortgage Loans (to the extent of the Trust Fund’s interest therein); (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts (to the extent of the Trust Fund’s interest therein), (viii) the Loss of Value Reserve Fund; (ix) amounts attributable to the Mortgage Pool on deposit in the Collection Account, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and/or any REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties (to the extent of the Trust Fund’s interest therein); (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties (to the extent of the Trust Fund’s interest therein);

A-5-4

(xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-5-5

The Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or the Pari Passu Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions therein which may be defective or inconsistent with any other provisions therein; (iii) to amend any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates by each Rating Agency; provided that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any other change; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5; provided that such modification does not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to (A) the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A); provided that such amendment shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; provided, further that such amendment shall not adversely affect in any material respects the interests of any Certificateholder, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated class, receipt of a No Downgrade Confirmation from each applicable Rating Agency; and provided, further, that the Trustee shall give notice of any such amendment to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of the Pooling and Servicing Agreement), and promptly, but not earlier than the second Business Day after the Trustee provides the 17g-5 Information Provider such notice, to each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

A-5-6

Agreement or modifying in any manner the rights of the Certificateholders; provided, however, that no such amendment may:

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and from time to time, without the consent of the Certificateholders or holders of any Pari Passu Companion Loans may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

A-5-7

Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-5-8

A-5-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-AB Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-5-10

EXHIBIT A-6

FORM OF CLASS A-S [RULE 144A]1 [REG S]2 CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN ENTITY QUALIFYING AS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, OR (4) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-6-1

ANY HOLDER DESIRING TO EFFECT A TRANSFER OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SPONSORS, THE INITIAL PURCHASERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE OFFERING OF THE CERTIFICATES AND THE CLOSING DATE, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A “U.S. PERSON” WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-6-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS A-S

Class A-S Pass-Through Rate: 3.3468%	CUSIP: 90270Y AA7 1 U9029D AA42 ISIN: US90270YAA73 3 USU9029DAA47 4
Original Aggregate Certificate Balance of the Class A-S Certificates: $120,660,000	Initial Certificate Balance of this Certificate: $[__________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: A-S -[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-6-3

S, Class B, Class C, Class D, Class E, Class F, Class G, Class X-A, Class X-B, Class EC, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-S Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-6-4

Certificateholder of record on the related Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-6-5

Reserve Accounts, to the extent of the Trust’s interest therein; (viii) the Loss of Value Reserve Fund; (ix) amounts attributable to the Mortgage Pool on deposit in the Collection Account, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and/or any REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties, to the extent of the Trust’s interest therein; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interest therein; (xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and; (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-6-6

transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-6-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-6-8

given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the greater of:

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-6-9

exchange all of its Certificates (other than the Class V, Class R and Class LR Certificates), including the Class X-B Certificates, for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-6-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-S Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-S Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-6-11

EXHIBIT A-7

FORM OF CLASS B [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-7-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

1 For Reg S Global Certificates only.

A-7-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS B

Class B Pass-Through Rate: Equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate and (ii) 3.6487%	CUSIP: 90270Y AG41 U9029D AD82 ISIN: US90270YAG443 USU9029DAD854
Original Aggregate Certificate Balance of the Class B Certificates: $96,528,000	Initial Certificate Balance of this Certificate: $[_________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: B-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-7-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-7-4

A-7-5

A-7-6

A-7-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-7-8

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-7-9

A-7-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-7-11

EXHIBIT A-8

FORM OF CLASS C [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-8-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

1 For Reg S Global Certificates only.

A-8-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS C

Class C Pass-Through Rate: Equal to the Weighted Average Net Mortgage Pass-Through Rate	CUSIP: 90270Y AL31 U9029D AF32 ISIN: US90270YAL393 USU9029DAF344
Original Aggregate Certificate Balance of the Class C Certificates: $57,545,000	Initial Certificate Balance of this Certificate: $[_________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: C-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-8-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-8-4

A-8-5

A-8-6

A-8-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-8-8

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-8-9

A-8-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-8-11

EXHIBIT A-9

FORM OF CLASS D [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-9-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE OFFERING OF THE CERTIFICATES AND THE CLOSING DATE, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A “U.S. PERSON” WITHIN THE MEANINING OF REGULATION S UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-9-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS D

Class D Pass-Through Rate: Equal to the Weighted Average Net Mortgage Pass-Through Rate	CUSIP: 90270Y AN91 U9029D AG12 ISIN: US90270YAN943 USU9029DAG174
Original Aggregate Certificate Balance of the Class D Certificates: $70,540,000	Initial Certificate Balance of this Certificate: $[__________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: D-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-9-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-9-4

A-9-5

A-9-6

A-9-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-9-8

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-9-9

A-9-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class D Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class D Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-9-11

EXHIBIT A-10

FORM OF CLASS E [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-10-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT

A-10-2

HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (i) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (ii) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.

A-10-3

PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-10-4

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS E

Class E Pass Through Rate: Equal to the Weighted Average Net Mortgage Pass Through Rate	CUSIP: 90270Y AQ21 U9029D AH92 ISIN: US90270YAQ263 USU9029DAH994
Original Aggregate Certificate Balance of the Class E Certificates: $27,844,000	Initial Certificate Balance of this Certificate: $[_________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: E-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-10-5

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class E Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-10-6

A-10-7

A-10-8

A-10-9

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-10-10

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-10-11

A-10-12

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class E Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class E Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-10-13

EXHIBIT A-11

FORM OF CLASS F [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-11-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A-11-2

A-11-3

PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-11-4

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS F

Class F Pass Through Rate: Equal to the Weighted Average Net Mortgage Pass Through Rate	CUSIP: 90270Y AS81 U9029D AJ52 ISIN: US90270YAS813 USU9029DAJ554
Original Aggregate Certificate Balance of the Class F Certificates: $27,845,000	Initial Certificate Balance of this Certificate: $[_________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: F-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-11-5

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013.

During each Interest Accrual Period (as defined below), interest on the Class F Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-11-6

funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-11-7

Fund; (ix) amounts attributable to the Mortgage Pool on deposit in the Collection Account, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and/or any REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties, to the extent of the Trust’s interest therein; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interest therein; (xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and; (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-11-8

any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-11-9

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-11-10

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-11-11

A-11-12

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class F Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class F Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-11-13

EXHIBIT A-12

FORM OF CLASS G [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-12-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

A-12-2

A-12-3

PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-12-4

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS G

Class G Pass Through Rate: Equal to the Weighted Average Net Mortgage Pass Through Rate	CUSIP: 90270Y AU31 U9029D AK22 ISIN: US90270YAU383 USU9029DAK294
Original Aggregate Certificate Balance of the Class G Certificates: $44,551,824	Initial Certificate Balance of this Certificate: $[__________]
First Distribution Date: March 12, 2013	Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: February 2023	No.: G-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-12-5

Class EC, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013.

During each Interest Accrual Period (as defined below), interest on the Class G Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-12-6

having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-12-7

Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and/or any REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties, to the extent of the Trust’s interest therein; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interest therein; (xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and; (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-12-8

any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-12-9

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-12-10

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-12-11

A-12-12

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class G Certificate to be duly executed.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class G Certificates referred to in the Pooling and Servicing Agreement.

Dated: _____________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-12-13

EXHIBIT A-13

FORM OF CLASS X-A [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-13-1

THE HOLDERS OF THIS CLASS X-A CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-A CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

1 For Reg S Global Certificates only.

A-13-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS X-A

Class X-A Pass-Through Rate: Variable		CUSIP: 90270Y AC31 U9029D AB22 ISIN: US90270YAC303 USU9029DAB204

Original Aggregate Notional Balance of the Class X-A Certificates: $1,160,189,000		Initial Notional Balance of this Certificate: $[__________]
First Distribution Date: March 12, 2013		Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)
Assumed Final Distribution Date: N/A		No.: X-A-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-13-3

evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class X-A, Class X-B, Class EC, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class X-A Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Notional Balance hereof.

A-13-4

distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record on the related Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor provided that such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date, or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-13-5

assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts, to the extent of the Trust’s interest therein; (viii) the Loss of Value Reserve Fund; (ix) amounts attributable to the Mortgage Pool on deposit in the Collection Account, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and/or any REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties, to the extent of the Trust’s interest therein; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interest therein; (xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and; (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-13-6

provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-13-7

Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-13-8

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-13-9

A-13-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-13-11

EXHIBIT A-14

FORM OF CLASS X-B [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-14-1

THE HOLDERS OF THIS CLASS X-B CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X-B CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL BALANCE SET FORTH BELOW.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

1 For Reg S Global Certificates only.

A-14-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS X-B

Class X-B Pass-Through Rate: Variable		CUSIP: 90270Y AE91 U9029D AC02 ISIN: US90270YAE953 USU9029DAC03 4

Original Aggregate Notional Balance of the Class X-B Certificates: $96,528,000		Initial Notional Balance of this Certificate: $[__________]

First Distribution Date: March 12, 2013		Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)

Assumed Final Distribution Date: N/A		No.: X-B-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-14-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Notional Balance hereof.

A-14-4

A-14-5

A-14-6

A-14-7

Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

A-14-8

(i) the sum of, without duplication,

(A)

(B)

(C)

(D)

A-14-9

A-14-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be duly executed.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-14-11

EXHIBIT A-15

FORM OF CLASS R CERTIFICATE

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, AND (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. BECAUSE THIS CERTIFICATE REPRESENTS A “NON-ECONOMIC RESIDUAL INTEREST,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE

A-15-1

OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.

THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE UPPER-TIER REMIC AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY-IN-FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY

A-15-2

SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

A-15-3

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS R

No.: R-1	Percentage Interest: [_____]%
	CUSIP: 90270Y AY51 U9029D AM82 ISIN: US90270YAY593 USU9029DAM844

This certifies that [ ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder will be entitled to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the final Distribution Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the final Distribution Date following the distributions on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-15-4

Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Class R Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.

A-15-5

out of such funds. The Certificate Administrator shall hold all amounts distributable to the non-tendering Certificateholders for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein): (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements, to the extent of the Trust’s interest therein; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts, to the extent of the Trust’s interest therein; (viii) the Loss of Value Reserve Fund; (ix) amounts attributable to the Mortgage Pool on deposit in the Collection Account, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and/or any REO Account, including any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties, to the extent of the Trust’s interest therein; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties, to the extent of the Trust’s interest therein; (xii) the rights and remedies of the “Purchaser” under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and the Depositor’s rights under the AMC Guaranty, in each case to the extent assigned to the Trustee pursuant to the Pooling and Servicing Agreement; (xiii) the Lower-Tier Regular Interests and; (xiv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above-accounts for purposes other than distributions to Certificateholders.

A-15-6

A-15-7

and Servicing Agreement, or to effect any other change; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5; provided that such modification does not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to (A) the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A); provided that such amendment shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; provided, further that such amendment shall not adversely affect in any material respects the interests of any Certificateholder, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated class, receipt of a No Downgrade Confirmation from each applicable Rating Agency; and provided, further, that the Trustee shall give notice of any such amendment to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website), and promptly, but not earlier than the second Business Day after the Trustee provides the 17g-5 Information Provider such notice, to each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

alter the Servicing Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the

A-15-8

consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby; or

(iv)

(i) the sum of, without duplication,

(A)

(B)

A-15-9

days prior to the last day of the month preceding such Distribution Date;

(C)

(D)

A-15-10

of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

A-15-11

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-15-12

EXHIBIT A-16

FORM OF CLASS LR CERTIFICATE

A-16-1

OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.

THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT TO ACT AS “TAX MATTERS PERSON” OF THE LOWER-TIER REMIC AND TO THE APPOINTMENT OF THE CERTIFICATE ADMINISTRATOR AS ATTORNEY-IN-FACT AND AGENT FOR THE TAX MATTERS PERSON OR AS OTHERWISE PROVIDED IN THE POOLING AND SERVICING AGREEMENT TO PERFORM THE FUNCTIONS OF A “TAX MATTERS PARTNER” FOR PURPOSES OF SUBCHAPTER C OF CHAPTER 63 OF SUBTITLE F OF THE CODE.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), CODE SECTION 4975, OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF

A-16-2

THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

A-16-3

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS LR

No.: LR-1	Percentage Interest: [_____]%
	CUSIP: 90270Y BA61 U9029D AN62 ISIN: US90270YBA643 USU9029DAN674

This certifies that [ ] is the registered owner of the Percentage Interest evidenced by this Certificate in the Trust Fund. The Class LR Certificateholder is not entitled to interest or principal distributions. The Class LR Certificateholder will be entitled to receive the proceeds of the remaining assets of the Lower-Tier REMIC, if any, on the final Distribution Date for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there will be any assets remaining in the Lower-Tier REMIC or Trust Fund on the final Distribution Date following the distributions on the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-16-4

Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

This Class LR Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class LR Certificates shall be the “tax matters person” for the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.

A-16-5

A-16-6

A-16-7

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

alter the Servicing Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the

A-16-8

consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby; or

(iv)

(i) the sum of, without duplication,

(A)

(B)

A-16-9

days prior to the last day of the month preceding such Distribution Date;

(C)

(D)

A-16-10

A-16-11

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class LR Certificate to be duly executed.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class LR Certificates referred to in the Pooling and Servicing Agreement.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, NOT IN its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-16-12

EXHIBIT A-17

FORM OF CLASS V CERTIFICATE

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) TO AN ENTITY QUALIFYING AS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) TO A NON-“U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SPONSORS, THE INITIAL PURCHASERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

A-17-1

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND IN WHICH SUCH PLANS ARE INVESTED, AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.

A-17-2

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS V

No.: V-1	Percentage Interest: [_____]%
	CUSIP: 90270Y AW91 U9029D AL02 ISIN: US90270YAW933 USU9029DAL024

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class V Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-17-3

Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of Excess Interest then distributable, if any, allocable to the Class V Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013.

A-17-4

payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.

A-17-5

this Certificate, subject to the requirements Article V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling and Servicing Agreement.

A-17-6

Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to (A) the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A); provided that such amendment shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; provided, further that such amendment shall not adversely affect in any material respects the interests of any Certificateholder, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated class, receipt of a No Downgrade Confirmation from each applicable Rating Agency; and provided, further, that the Trustee shall give notice of any such amendment to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website), and promptly, but not earlier than the second Business Day after the Trustee provides the 17g-5 Information Provider such notice, to each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

(iv)

amend any section of the Pooling and Servicing Agreement which relates to the amendment of the Pooling and Servicing Agreement without the

A-17-7

consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby.

(i) the sum of, without duplication,

(A)

(B)

(C)

all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the

A-17-8

related Due Date in the Collection Period related to such Distribution Date (less any P&I Advances previously made on account of interest); and

(D)

A-17-9

later of (a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund, or (b) the liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

A-17-10

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class V Certificate to be duly executed.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class V Certificates referred to in the Pooling and Servicing Agreement.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-17-11

EXHIBIT A-18

FORM OF CLASS EC [RULE 144A]1 [REG S]2 CERTIFICATE

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

3 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

A-18-1

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SPONSORS, THE INITIAL PURCHASERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.

IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE MAY BE EXCHANGED FOR THE EXCHANGEABLE CERTIFICATES PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT (INCLUDING, WITHOUT LIMITATION, PAYMENT OF THE APPLICABLE EXCHANGE FEE).

THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN CERTAIN “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

A-18-2

PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]1

1 For Reg S Global Certificates only.

A-18-3

UBS-BARCLAYS COMMERCIAL MORTGAGE TRUST 2013-C5

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, CLASS EC

Class EC Pass-Through Rate: N/A. The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Class A-S, Class B and Class C Certificates (the “Exchangeable Certificates”) exchanged for such Class EC Certificates.		CUSIP: 90270Y AJ81 U9029D AE62 ISIN: US90270YAJ823 USU9029DAE684

Original Aggregate Certificate Balance of the Class EC Certificates: $274,733,000. The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange.		Initial Certificate Balance of this Certificate: $[___________]

First Distribution Date: March 12, 2013		Cut-off Date: The related due date for each Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a due date in February 2013)

Assumed Final Distribution Date: February 2023		No.: EC-[__]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class EC Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For Rule 144A Certificates

4 For Regulation S Certificates

A-18-4

This Certificate represents a beneficial interest in certain “regular interests” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

The initial Certificate Balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates and represents the maximum principal balance of the Exchangeable Certificates that could be issued in an exchange. The Class EC Certificates will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Exchangeable Certificates exchanged for the Class EC Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

A-18-5

The Class EC Certificates will only receive distributions of interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. During each Interest Accrual Period (as defined below), interest on the Exchangeable Certificates exchanged for the Class EC Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

Interest accrued on the Exchangeable Certificates exchanged for the Class EC Certificates during an Interest Accrual Period, plus the aggregate unpaid Class Interest Shortfall with respect to such Exchangeable Certificates, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

A-18-6

accrue or be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Such funds held by the Certificate Administrator may be invested under certain circumstances, and all income and gain realized from investment of such funds shall accrue for its benefit.

A-18-7

In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate may be exchanged for the Exchangeable Certificates pursuant to the procedures set forth in the Pooling and Servicing Agreement (including, without limitation, payment of the applicable exchange fee).

A-18-8

Servicing Agreement, or to effect any other change; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5; provided that such modification does not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement to (A) the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) modify such other provisions to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to the preceding clause (A); provided that such amendment shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; provided, further that such amendment shall not adversely affect in any material respects the interests of any Certificateholder, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated class, receipt of a No Downgrade Confirmation from each applicable Rating Agency; and provided, further, that the Trustee shall give notice of any such amendment to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website), and promptly, but not earlier than the second Business Day after the Trustee provides the 17g-5 Information Provider such notice, to each Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes.

(i)

(ii)

change the percentages of Voting Rights or Percentage Interests of Holders of Certificates which are required to consent to any action or inaction under the Pooling and Servicing Agreement;

(iii)

alter the Servicing Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the

A-18-9

consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby; or

(iv)

(i) the sum of, without duplication,

(A)

(B)

A-18-10

30 days prior to the last day of the month preceding such Distribution Date;

(C)

(D)

A-18-11

A-18-12

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class EC Certificate to be duly executed.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class EC Certificates referred to in the Pooling and Servicing Agreement.

Dated: ___________

	DEUTSCHE BANK TRUST COMPANY AMERICAS, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-18-13

EXHIBIT B

MORTGAGE LOAN SCHEDULE

		Mortgage															Interest
		Loan					Interest	Original	Cut-off Date	Maturity	ARD Loan	Final	Payment	Monthly Debt	Administrative	Servicing	Accrual
Loan Number	Property Name	Seller	Address	City	State	Zip Code	Rate	Balance($)	Balance($)	Date	(Yes/No)	Maturity Date	Date	Service($)	Fee Rate	Fee Rate	Basis	LOC	Revised Rate
1	Santa Anita Mall	UBSRES	400 South Baldwin Avenue	Arcadia	CA	91007	3.6545%	215,000,000	215,000,000	02/01/2023	No	02/01/2023	1	663,858.54	0.0215%	0.0200%	Actual/360	No
2	Valencia Town Center	UBSRES	24201 Valencia Boulevard	Valencia	CA	91355	3.6335%	195,000,000	195,000,000	01/01/2023	No	01/01/2023	1	598,644.36	0.0215%	0.0200%	Actual/360	No
3	SOP Portfolio	Barclays Bank PLC	Various	Various	Various	Various	3.8000%	134,100,000	129,710,000	01/06/2023	No	01/06/2023	6	604,393.28	0.0215%	0.0200%	Actual/360	Yes
3.01	Tampa Commons	Barclays Bank PLC	1 North Dale Mabry Highway	Tampa	FL	33609		31,000,000	29,985,160
3.02	Siemens Quadrangle II	Barclays Bank PLC	11950 Corporate Boulevard	Orlando	FL	32817		28,400,000	27,470,276
3.03	2000 Park Lane	Barclays Bank PLC	2000 Park Lane	Pittsburgh	PA	15275		26,500,000	25,632,476
3.04	Lakepointe Corporate Center 3 & 5	Barclays Bank PLC	3730 and 3735 Glen Lake Drive	Charlotte	NC	28208		20,000,000	19,345,265
3.05	Edgewater Corporate Center One	Barclays Bank PLC	3023 HSBC Way	Fort Mill	SC	29707		15,600,000	15,089,306
3.06	Baldwin Point	Barclays Bank PLC	2420 South Lakemont Drive	Orlando	FL	32814		12,600,000	12,187,517
4	Harborplace	UBSRES	301 Light Street & 201 East Pratt Street	Baltimore	MD	21202	4.0400%	76,000,000	75,799,262	12/06/2022	No	12/06/2022	6	364,590.41	0.0215%	0.0200%	Actual/360	No
5	231 South LaSalle	UBSRES	231 South LaSalle Street	Chicago	IL	60604	4.1585%	75,000,000	74,806,897	12/06/2022	No	12/06/2022	6	364,948.54	0.0215%	0.0200%	Actual/360	No
6	CAPREIT Midwest Portfolio	Barclays Bank PLC	Various	Various	Various	Various	4.1330%	51,300,000	51,300,000	01/01/2023	No	01/01/2023	1	248,863.81	0.0215%	0.0200%	Actual/360	Yes
6.01	Greenway Chase Apartments	Barclays Bank PLC	629 Greenway Manor Drive	Florissant	MO	63031		16,000,000	16,000,000
6.02	Pointe West Apartments	Barclays Bank PLC	4601 Pleasant Street	West Des Moines	IA	50266		13,850,000	13,850,000
6.03	Valle Vista Apartments	Barclays Bank PLC	610 Paradise Court	Greenwood	IN	46202		13,040,000	13,040,000
6.04	Kensington at Beverly Hills	Barclays Bank PLC	18335 West 13 Mile Road	Southfield	MI	48076		8,410,000	8,410,000
7	True Value Distribution Centers Portfolio	Barclays Bank PLC	Various	Various	Various	Various	4.2625%	32,500,000	32,442,998	01/06/2023	No	01/06/2023	6	176,292.43	0.0215%	0.0200%	Actual/360	Yes
7.01	Corsicana	Barclays Bank PLC	2601 East State Highway 31	Corsicana	TX	75109		15,546,000	15,518,734
7.02	Woodland	Barclays Bank PLC	215 North Pioneer Avenue	Woodland	CA	95776		8,712,000	8,696,720
7.03	Kansas City	Barclays Bank PLC	14900 US Highway 71	Kansas City	MO	64147		8,242,000	8,227,544
8	Residence Inn San Diego Mission Valley	Barclays Bank PLC	1865 Hotel Circle South	San Diego	CA	92108	4.6560%	30,937,000	30,937,000	02/06/2023	No	02/06/2023	6	159,633.83	0.0215%	0.0200%	Actual/360	No
9	Summit Hotel Portfolio	KeyBank	Various	Various	Various	Various	4.4600%	29,350,000	29,350,000	02/01/2023	No	02/01/2023	1	148,015.39	0.0215%	0.0200%	Actual/360	Yes
9.01	Hyatt Place - Lombard	KeyBank	2340 South Fountain Square Drive	Lombard	IL	60148		10,900,000	10,900,000
9.02	Hyatt Place - Lone Tree	KeyBank	9030 East Westview Road	Lone Tree	CO	80124		7,200,000	7,200,000
9.03	Hyatt Place - Englewood	KeyBank	8300 East Crescent Parkway	Englewood	CO	80111		6,650,000	6,650,000
9.04	Hyatt Place - Arlington	KeyBank	2380 Road to Six Flags Street East	Arlington	TX	76011		4,600,000	4,600,000
10	155 Fifth Avenue	UBSRES	155 Fifth Avenue	New York	NY	10003	4.2085%	29,250,000	29,212,819	01/06/2023	No	01/06/2023	6	143,182.67	0.0215%	0.0200%	Actual/360	Yes
11	Tisch Tower	Barclays Bank PLC	3031 Tisch Way	San Jose	CA	95128	4.1300%	28,000,000	27,963,796	01/06/2023	No	01/06/2023	6	135,783.28	0.0215%	0.0200%	Actual/360	No
12	The Village of Cross Keys	UBSRES	5100 Falls Road	Baltimore	MD	21210	4.2900%	24,750,000	24,663,431	12/06/2022	No	12/06/2022	6	134,635.12	0.0215%	0.0200%	Actual/360	No
13	Residence Inn Tysons Corner	Barclays Bank PLC	8400 Old Courthouse Road	Vienna	VA	22182	4.4900%	24,241,000	24,241,000	02/06/2023	No	02/06/2023	6	122,681.59	0.0215%	0.0200%	Actual/360	No
14	Village Greens Shopping Center	UBSRES	230 Arden Avenue	Staten Island	NY	10312	4.3570%	22,750,000	22,722,009	01/06/2023	No	01/06/2023	6	113,345.99	0.0215%	0.0200%	Actual/360	No
15	Midtowne Portfolio	UBSRES	Various	Various	Various	Various	4.2700%	22,700,000	22,700,000	01/06/2023	No	01/06/2023	6	81,896.03	0.0215%	0.0200%	Actual/360	Yes
15.01	Midtowne Park	UBSRES	120 Fritz Drive	Anderson	SC	29621		16,644,508	16,644,508
15.02	Petsmart	UBSRES	4379 Meridian Street	Bellingham	WA	98226		2,525,820	2,525,820
15.03	Tractor Supply	UBSRES	2900 North White Sands Boulevard	Alamogordo	NM	88310		1,942,939	1,942,939
15.04	CVS	UBSRES	717 North Highway Street	Madison	NC	27025		1,586,733	1,586,733
16	Quorum Center	UBSRES	4201-4407 Vineland Road	Orlando	FL	32811	4.5700%	20,500,000	20,500,000	02/06/2023	No	02/06/2023	6	104,724.87	0.0215%	0.0200%	Actual/360	No
17	Audubon Square	UBSRES	Various	Various	PA	Various	4.2870%	18,500,000	18,500,000	02/06/2023	No	02/06/2023	6	91,410.05	0.0615%	0.0600%	Actual/360	Yes
17.01	Audubon Square I	UBSRES	2620‐2624 Egypt Road	Lower Providence Township	PA	19403		12,000,000	12,000,000
17.02	Regal Cinemas	UBSRES	180 Mill Road	Upper Providence Township	PA	19460		6,500,000	6,500,000
18	167-177 Lafayette Street	UBSRES	167-177 Lafayette Street	New York	NY	10012	4.2085%	18,500,000	18,476,484	01/06/2023	No	01/06/2023	6	90,559.98	0.0215%	0.0200%	Actual/360	Yes
19	Chatham Retail	UBSRES	1110 Third Avenue	New York	NY	10065	4.4960%	18,000,000	18,000,000	01/06/2023	No	01/06/2023	6	68,376.67	0.0215%	0.0200%	Actual/360	No
20	Homewood Suites San Antonio Riverwalk	Barclays Bank PLC	432 West Market Street	San Antonio	TX	78205	4.5900%	17,680,000	17,680,000	02/06/2023	No	02/06/2023	6	90,529.89	0.0215%	0.0200%	Actual/360	No
21	Boardwalk at Alafaya Trail	GECC	11801 Boardwalk Drive	Orlando	FL	32826	4.3700%	17,250,000	17,228,837	01/01/2023	No	01/01/2023	1	86,075.84	0.0215%	0.0200%	Actual/360	No
22	All Aboard Self Storage Portfolio	Barclays Bank PLC	Various	Various	FL	Various	4.2400%	16,800,000	16,778,791	01/06/2023	No	01/06/2023	6	82,547.58	0.0215%	0.0200%	Actual/360	No
22.01	Westport Depot	Barclays Bank PLC	5889 Williamson Boulevard	Port Orange	FL	32128		8,840,000	8,828,840
22.02	Ormond Depot	Barclays Bank PLC	509 South Nova Road	Ormond Beach	FL	32174		3,950,000	3,945,013
22.03	Big Tree Depot	Barclays Bank PLC	409 Big Tree Road	South Daytona	FL	32119		3,070,000	3,066,124
22.04	Hand & Yonge Depot	Barclays Bank PLC	321 Hand Avenue and 524 Yonge Street	Ormond Beach	FL	32174		940,000	938,813
23	Mariner Court	AMF II	3625 Del Amo Boulevard	Torrance	CA	90503	4.5550%	15,700,000	15,700,000	01/01/2023	No	01/01/2023	1	87,756.55	0.0215%	0.0200%	Actual/360	No
24	Mini Storage Columbus Portfolio	UBSRES	Various	Various	OH	Various	4.7380%	15,183,500	15,166,353	01/06/2023	No	01/06/2023	6	79,094.54	0.0215%	0.0200%	Actual/360	Yes
24.01	MSD Polaris	UBSRES	9984 South Old State Road	Lewis Center	OH	43035		3,165,000	3,161,426
24.02	MSD Minerva	UBSRES	5199 Westerville Road	Columbus	OH	43231		2,827,500	2,824,307
24.03	MSD Worthington	UBSRES	580 East Dublin Granville Road	Worthington	OH	43085		2,235,000	2,232,476
24.04	MSD Georgesville	UBSRES	1330 Georgesville Road	Columbus	OH	43228		2,156,000	2,153,565
24.05	MSD Tamarack	UBSRES	5301 East Tamarack Circle	Columbus	OH	43229		2,130,000	2,127,595
24.06	MSD Tussing	UBSRES	7200 Tussing Road	Reynoldsburg	OH	43068		1,777,500	1,775,493
24.07	MSD Mansfield	UBSRES	1585 Lexington Avenue	Mansfield	OH	44907		892,500	891,492
25	Corporate Park at Doral	Barclays Bank PLC	7705-7789 NorthWest 48th Street	Miami	FL	33166	4.5400%	13,500,000	13,500,000	02/01/2023	No	02/01/2023	1	68,723.75	0.0215%	0.0200%	Actual/360	No
26	850 Trafalgar	UBSRES	850 Trafalgar Court	Maitland	FL	32751	4.5700%	13,000,000	13,000,000	02/06/2023	No	02/06/2023	6	66,410.89	0.0215%	0.0200%	Actual/360	No
27	Pogoda Self Storage Portfolio	UBSRES	Various	Various	MI	Various	4.6900%	13,000,000	12,985,157	01/06/2023	No	01/06/2023	6	67,344.80	0.0215%	0.0200%	Actual/360	Yes
27.01	Okemos	UBSRES	2591 Jolly Road	Okemos	MI	48864		3,520,000	3,515,981
27.02	Novi	UBSRES	24985 Haggerty Road	Novi	MI	48375		3,400,000	3,396,118
27.03	Orion Township	UBSRES	1745 Waldon Road	Lake Orion	MI	48359		3,380,000	3,376,141
27.04	Ypsilanti	UBSRES	521 Tyler Road	Ypsilanti	MI	48198		1,850,000	1,847,888
27.05	Lansing	UBSRES	2685 Eaton Rapids Road	Lansing	MI	48911		850,000	849,030
28	Walmart Supercenter	UBSRES	2600 Plank Road	Allegheny Township	PA	16602	4.3280%	11,800,000	11,758,995	12/06/2022	No	12/06/2022	6	64,441.56	0.0215%	0.0200%	Actual/360	No
29	4700 Broadmoor	KeyBank	4700 Broadmoor Avenue Southeast	Kentwood	MI	49512	4.2200%	11,600,000	11,579,506	01/01/2023	No	01/01/2023	1	62,646.93	0.0215%	0.0200%	Actual/360	No
30	Hampton Inn and Suites Mount Pleasant	GECC	1104 Isle of Palms Connector	Mount Pleasant	SC	29464	4.7100%	10,920,000	10,907,589	01/01/2023	No	01/01/2023	1	56,700.90	0.0215%	0.0200%	Actual/360	No
31	Knollwood MHC	GECC	17102 North Alexander Road	Little Rock	AR	72002	4.3800%	10,050,000	10,037,697	01/01/2023	No	01/01/2023	1	50,207.81	0.0215%	0.0200%	Actual/360	No
32	Highland Village Plaza	KeyBank	7191-7291 Boulder Avenue	Highland	CA	92346	4.4800%	9,975,000	9,975,000	02/01/2023	No	02/01/2023	1	50,423.39	0.0215%	0.0200%	Actual/360	No
33	Hampton Inn Suites Canton	UBSRES	1950 North Haggerty Road	Canton	MI	48187	4.5000%	9,700,000	9,700,000	02/06/2023	No	02/06/2023	6	53,915.75	0.0815%	0.0800%	Actual/360	No
34	The Oaks MHC	GECC	400 Nut Tree Drive	Deland	FL	32724	4.1200%	9,625,000	9,625,000	02/01/2018	No	02/01/2018	1	46,619.58	0.0215%	0.0200%	Actual/360	No
35	Shale-Inland	Barclays Bank PLC	2200 East Pratt Boulevard	Elk Grove Village	IL	60007	4.4888%	9,500,000	9,500,000	02/06/2023	No	02/06/2023	6	48,071.62	0.0215%	0.0200%	Actual/360	No
36	Huntington Plaza Portfolio	Barclays Bank PLC	Various	Canton	OH	44702	4.3900%	9,400,000	9,400,000	02/06/2023	No	02/06/2023	6	47,016.02	0.0215%	0.0200%	Actual/360	No
36.01	New Market Parking Deck	Barclays Bank PLC	233 Market Avenue South	Canton	OH	44702		5,143,295	5,143,295
36.02	Huntington Plaza	Barclays Bank PLC	220 Market Avenue South	Canton	OH	44702		4,256,705	4,256,705
37	Lake Helen MHC	GECC	711 Lemon Avenue	Lake Helen	FL	32744	4.2200%	8,875,000	8,875,000	02/01/2018	No	02/01/2018	1	43,503.94	0.0215%	0.0200%	Actual/360	No
38	150 James Street	AMF II	150-152 James Street	Lakewood	NJ	08701	4.4380%	8,750,000	8,750,000	02/01/2023	No	02/01/2023	1	44,013.21	0.0215%	0.0200%	Actual/360	No
39	Delcour Mini Storage Portfolio	Barclays Bank PLC	Various	Louisville	KY	Various	4.7100%	8,500,000	8,500,000	02/01/2023	No	02/01/2023	1	48,264.62	0.0815%	0.0800%	Actual/360	Yes
39.01	A Another Room #2	Barclays Bank PLC	5550 Greenbelt Highway	Louisville	KY	40216		3,801,000	3,801,000
39.02	A Another Room #1	Barclays Bank PLC	6713 Strawberry Lane	Louisville	KY	40214		2,449,500	2,449,500
39.03	A Another Room #3	Barclays Bank PLC	7902 Beulah Church Road	Louisville	KY	40228		2,249,500	2,249,500
40	Beamer Place Apartments	Barclays Bank PLC	11150 Beamer Road	Houston	TX	77089	4.3000%	8,300,000	8,289,659	01/06/2023	No	01/06/2023	6	41,074.33	0.0515%	0.0500%	Actual/360	No
41	Tharaldson - Homewood Suites Rancho Cucamonga	UBSRES	11433 Mission Vista Drive	Rancho Cucamonga	CA	91730	4.6980%	7,500,000	7,487,806	01/06/2023	No	01/06/2023	6	42,534.79	0.0815%	0.0800%	Actual/360	No
42	Woodlands Retail	Barclays Bank PLC	16590 Interstate 45 North	The Woodlands	TX	77384	4.5700%	7,300,000	7,287,861	01/06/2023	No	01/06/2023	6	40,866.36	0.0215%	0.0200%	Actual/360	No
43	Washington Square	UBSRES	42-100, 42-200, 42-400 Washington Street	Bermuda Dunes	CA	92203	4.0000%	7,162,500	7,143,419	12/06/2022	No	12/06/2022	6	34,194.87	0.0215%	0.0200%	Actual/360	No
44	Cherry Creek Place III	Barclays Bank PLC	3151 South Vaughn Way	Aurora	CO	80014	4.5100%	6,716,000	6,716,000	02/01/2023	No	02/01/2023	1	34,068.90	0.0215%	0.0200%	Actual/360	No
45	Overland Stage Shopping Center	UBSRES	5705 Southwest Green Oaks Boulevard	Arlington	TX	76017	4.6785%	6,600,000	6,592,445	01/06/2023	No	01/06/2023	6	34,144.86	0.0215%	0.0200%	Actual/360	No
46	Hasley Canyon MHC	GECC	30000 Hasley Canyon Road	Castaic	CA	91384	4.3500%	6,400,000	6,400,000	02/01/2023	No	02/01/2023	1	31,859.95	0.0215%	0.0200%	Actual/360	No
47	L Street Self Storage	AMF II	707 L Street	Chula Vista	CA	91911	4.3050%	6,300,000	6,300,000	02/01/2023	No	02/01/2023	1	31,195.40	0.0215%	0.0200%	Actual/360	No
48	Arnold Industrial Portfolio	UBSRES	Various	Naples	FL	34104	5.1130%	6,200,000	6,190,644	01/06/2023	No	01/06/2023	6	36,653.94	0.0215%	0.0200%	Actual/360	No
48.01	3882 Mercantile Avenue	UBSRES	1361, 1371, 1377, 1381 & 1271 Airport Road; 3380, 3384 & 3390 Mercantile Avenue	Naples	FL	34104		2,952,381	2,947,926
48.02	3586 Mercantile Avenue	UBSRES	3506 & 3584 Mercantile Avenue	Naples	FL	34104		1,328,571	1,326,567
48.03	3573 Progress Avenue	UBSRES	3573 Progress Avenue	Naples	FL	34104		1,033,333	1,031,774
48.04	3989 Prospect Avenue	UBSRES	3989 Prospect Avenue	Naples	FL	34104		885,714	884,378
49	Main Valley Shopping Center	AMF II	1100 West Main Street	Lewisville	TX	75067	4.5330%	5,600,000	5,600,000	02/01/2023	No	02/01/2023	1	28,484.29	0.0215%	0.0200%	Actual/360	No
50	Beacon Self Storage	UBSRES	2227 San Pablo Avenue	Oakland	CA	94612	4.8000%	5,500,000	5,487,728	12/06/2022	No	12/06/2022	6	28,856.59	0.0215%	0.0200%	Actual/360	No
51	Heights Marketplace	UBSRES	174 Yale Street	Houston	TX	77007	4.5330%	5,425,000	5,425,000	02/06/2023	No	02/06/2023	6	27,594.15	0.0815%	0.0800%	Actual/360	No
52	El Fuerte Business Park	AMF II	2788-2796 Loker Avenue West	Carlsbad	CA	92010	4.4560%	5,200,000	5,200,000	02/01/2023	No	02/01/2023	1	26,211.86	0.0215%	0.0200%	Actual/360	No
53	Candlewood Suites Decatur	AMF II	601 West Thompson Street	Decatur	TX	76234	4.7000%	5,200,000	5,200,000	02/01/2023	No	02/01/2023	1	29,496.75	0.0615%	0.0600%	Actual/360	No
54	Lockaway Storage - Austin	GECC	9910 Slaughter Creek Drive	Austin	TX	78748	4.2300%	5,100,000	5,093,547	01/01/2023	No	01/01/2023	1	25,029.26	0.0215%	0.0200%	Actual/360	No
55	Emigrant Storage Reno	AMF II	1680 Evans Avenue	Reno	NV	89512	4.4060%	5,050,000	5,050,000	02/01/2023	No	02/01/2023	1	25,306.33	0.0215%	0.0200%	Actual/360	No
56	Almeda Avenue	KeyBank	2500 Almeda Avenue	Norfolk	VA	23513	5.0200%	4,907,000	4,907,000	02/01/2023	No	02/01/2023	1	28,743.04	0.0215%	0.0200%	Actual/360	No
57	Devonshire Apartments	AMF II	811 Deastville Highway	Millbrook	AL	36054	4.4780%	4,900,000	4,900,000	02/01/2023	No	02/01/2023	1	27,174.64	0.0215%	0.0200%	Actual/360	No
58	Discount Drug Mart Plaza	Barclays Bank PLC	6172 Tylersville Road	Mason	OH	45040	4.9500%	4,700,000	4,700,000	02/01/2023	No	02/01/2023	1	27,338.99	0.0215%	0.0200%	Actual/360	No
59	NC Apartments Portfolio	Barclays Bank PLC	Various	Various	NC	Various	4.7200%	4,671,000	4,665,703	01/01/2023	No	01/01/2023	1	24,281.75	0.0715%	0.0700%	Actual/360	No
59.01	Spring Valley Town Homes	Barclays Bank PLC	3129 Spring Valley Drive	Gastonia	NC	28052		1,730,000	1,728,038									No
59.02	Apple Creek Apartments	Barclays Bank PLC	2351 Bethabara Road	Winston-Salem	NC	27106		1,517,000	1,515,280									No
59.03	Oak Manor Apartments	Barclays Bank PLC	4349 Grove Avenue	Winston-Salem	NC	27106		1,424,000	1,422,385									No
60	Central CA Storage Portfolio	UBSRES	Various	Various	CA	Various	4.8920%	4,400,000	4,393,089	01/06/2023	No	01/06/2023	6	25,445.86	0.0215%	0.0200%	Actual/360	Yes
60.01	North Plano Storage	UBSRES	671 North Plano Street	Porterville	CA	93257	4.8920%	2,741,641	2,737,335	01/06/2023	No	01/06/2023	6	15,855.32	0.0215%		Actual/360	Yes
60.02	Atwater Storage	UBSRES	699 Green Sands Avenue	Atwater	CA	95301	4.8920%	1,658,359	1,655,754	01/06/2023	No	01/06/2023	6	9,590.54	0.0215%		Actual/360	Yes
61	4500 Washington Retail	UBSRES	4500 Washington Avenue	Houston	TX	77007	4.7190%	4,200,000	4,200,000	02/06/2023	No	02/06/2023	6	21,830.78	0.0815%	0.0800%	Actual/360	No
62	Sun Plaza	Barclays Bank PLC	5656 South Staples Street	Corpus Christi	TX	78413	4.3500%	4,150,000	4,139,753	12/01/2022	No	12/01/2022	1	20,659.19	0.0715%	0.0700%	Actual/360	No
63	7090 Industrial Portfolio	Barclays Bank PLC	Various	Various	Various	Various	4.7700%	4,100,000	4,100,000	02/01/2023	No	02/01/2023	1	21,436.99	0.0215%	0.0200%	Actual/360	No
63.01	7090 Industrial Road	Barclays Bank PLC	7090 Industrial Road	Florence	KY	41042		3,034,328	3,034,328									No
63.02	6649-75 Wales Road	Barclays Bank PLC	6649-75 Wales Road	Northwood	OH	43619		557,466	557,466									No
63.03	2569-95 Tracy Road	Barclays Bank PLC	2569-95 Tracy Road	Northwood	OH	43619		508,207	508,207									No
64	Walgreens - Claycomo	KeyBank	358 Northeast 69 Highway	Claycomo	MO	64119	4.4600%	3,636,000	3,631,628	01/01/2023	Yes	01/01/2034	1	18,336.76	0.0215%	0.0200%	Actual/360	No
65	Silver Comet	UBSRES	4626 Camp Highland Road	Smyrna	GA	30082	4.7690%	3,625,000	3,625,000	02/06/2023	No	02/06/2023	6	18,951.25	0.0215%	0.0200%	Actual/360	No
66	Circle K MHC	GECC	827 West Valley Highway	Kent	WA	98032	4.4600%	3,600,000	3,595,671	01/01/2023	No	01/01/2023	1	18,155.21	0.0215%	0.0200%	Actual/360	No
67	8035 RL East Thornton	Barclays Bank PLC	8035 East R.L. Thornton Freeway	Dallas	TX	75228	4.4600%	3,550,000	3,541,445	12/06/2022	No	12/06/2022	6	17,903.05	0.0215%	0.0200%	Actual/360	No
68	CVS - Evansville	KeyBank	511 East Boonville - New Harmony Road	Evansville	IN	47725	4.4900%	3,100,000	3,096,297	01/01/2023	Yes	01/01/2036	1	15,688.83	0.0215%	0.0200%	Actual/360	No
69	Kuhlo Medical Office Building	KeyBank	4085 Mallory Lane	Franklin	TN	37067	4.7300%	3,000,000	2,995,150	01/01/2023	No	01/01/2023	1	17,069.03	0.0215%	0.0200%	Actual/360	No
70	Joppa Green II	GECC	2328 West Joppa Road	Lutherville	MD	21093	4.0000%	2,835,000	2,827,448	12/01/2022	No	12/01/2022	1	13,534.72	0.0215%	0.0200%	Actual/360	No
71	Rainbow Professional Park	Barclays Bank PLC	3110-3140 South Rainbow Boulevard	Las Vegas	NV	89146	4.5500%	2,730,000	2,726,783	01/01/2023	No	01/01/2023	1	13,913.73	0.0215%	0.0200%	Actual/360	No
72	Centennial MHC	GECC	3230 North Centennial Road	Sylvania Township	OH	43560	4.5300%	2,700,000	2,696,804	01/01/2023	No	01/01/2023	1	13,728.67	0.0215%	0.0200%	Actual/360	No
73	7-11 Portfolio	UBSRES	Various	Various	TX	Various	4.6115%	2,600,000	2,596,978	01/06/2023	No	01/06/2023	6	13,346.63	0.0215%	0.0200%	Actual/360	No
73.01	7-Eleven - Allen	UBSRES	1112 North Greenville Avenue	Allen	TX	75002		1,335,000	1,333,448
73.02	7-Eleven - Plano	UBSRES	2900 West 15th Street	Plano	TX	75075		1,265,000	1,263,530
74	Woodbridge - Harker Heights	Barclays Bank PLC	700 Indian Trail	Harker Heights	TX	76548	4.5300%	2,590,000	2,585,663	01/06/2023	No	01/06/2023	6	14,440.20	0.0215%	0.0200%	Actual/360	No
75	Conroe CVS	GECC	910 West Davis Street	Conroe	TX	77301	4.5400%	2,500,000	2,500,000	02/01/2023	No	02/01/2023	1	25,957.83	0.0215%	0.0200%	Actual/360	No
76	Landover Self Storage	UBSRES	3800 64th Avenue	Landover Hills	MD	20784	4.4000%	2,500,000	2,496,953	01/06/2023	No	01/06/2023	6	12,519.02	0.0215%	0.0200%	Actual/360	No
77	Joppa Green I	GECC	2324 West Joppa Road	Lutherville	MD	21093	4.0000%	2,400,000	2,393,606	12/01/2022	No	12/01/2022	1	11,457.97	0.0215%	0.0200%	Actual/360	No
78	Jake's Place Student Housing	Barclays Bank PLC	511 North Woodward Avenue	Tallahassee	FL	32304	4.9200%	2,300,000	2,292,180	11/01/2022	No	11/01/2022	1	12,234.69	0.0215%	0.0200%	Actual/360	No
79	Woodbridge - Storage Works	Barclays Bank PLC	4772 Golden Triangle	Fort Worth	TX	76248	4.5300%	2,170,000	2,166,366	01/06/2023	No	01/06/2023	6	12,098.55	0.0215%	0.0200%	Actual/360	No
80	7111 Harwin Office Building	Barclays Bank PLC	7111 Harwin	Houston	TX	77036	4.4600%	1,836,000	1,831,576	12/06/2022	No	12/06/2022	6	9,259.16	0.0215%	0.0200%	Actual/360	No

B-1

EXHIBIT C-1

FORM OF TRANSFEREE AFFIDAVIT

AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED

STATE OF NEW YORK	)
	) ss:
COUNTY OF NEW YORK	)

, being first duly sworn, deposes and says:

1. That he/she is a of (the “Purchaser”), a duly organized and existing under the laws of the State of on behalf of which he/she makes this affidavit.

2. That the Purchaser’s Taxpayer Identification Number is .

3. That the Purchaser is acquiring a UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificate, Series 2013-C5, Class [R] [LR] (the “Residual Certificate”) and, further, that the Purchaser is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, or is acquiring the Residual Certificate for the account of, or as agent (including as a broker, nominee, or other middleman) for, a Permitted Transferee and has received from such person or entity an affidavit substantially in the form of this affidavit.

4. That the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and the Purchaser intends to pay taxes associated with holding the Residual Certificate as they become due.

5. That the Purchaser understands that it may incur tax liabilities with respect to the Residual Certificate in excess of any cash flow generated by the Residual Certificate.

6. That the Purchaser will not transfer the Residual Certificate to any person or entity from which the Purchaser has not received an affidavit substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth in paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy the requirements set forth in paragraph 4 hereof.

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7. That the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Residual Certificate for the account of, or as an agent (including as a broker, nominee or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted Transferee.

8. That the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions on transfer of the Residual Certificate to a “disqualified organization,” an agent thereof, or a person that does not satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.

9. That, if a “tax matters person” is required to be designated with respect to the [Upper-Tier REMIC] [Lower-Tier REMIC], the Purchaser agrees to act as “tax matters person” and to perform the functions of “tax matters partner” of the [Upper-Tier REMIC][Lower-Tier REMIC] pursuant to Section 4.04 of the Pooling and Servicing Agreement, and agrees to the irrevocable designation of the Certificate Administrator as the Purchaser’s agent in performing the function of “tax matters person” and “tax matters partner.”

10. The Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning registration of the transfer and exchange of the Residual Certificate.

11. The Purchaser will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.

12. Check the applicable paragraph:

o The present value of the anticipated tax liabilities associated with holding the Residual Certificate, as applicable, does not exceed the sum of:

(i) the present value of any consideration given to the Purchaser to acquire such Residual Certificate;

(ii) the present value of the expected future distributions on such Certificate; and

(iii) the present value of the anticipated tax savings associated with holding such Residual Certificate as the related REMIC generates losses.

For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section 11(b) (but the tax rate in Code Section 55(b)(1)(B) may be used in lieu of the highest rate specified in Code Section 11(b) if the Purchaser has been subject to the alternative minimum tax under Code Section 55 in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short term Federal rate prescribed by Code Section 1274(d) for the month of the transfer and the compounding period used by the Purchaser.

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o The transfer of the Residual Certificate complies with U.S. Treasury Regulations Section 1.860E-1(c)(5) and (6) and, accordingly,

(i) the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Residual Certificate will only be taxed in the United States;

(ii) at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;

(iii) the Purchaser will transfer the Residual Certificate only to another “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and

(iv) the Purchaser determined the consideration paid to it to acquire the Residual Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.

o None of the above.

Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on its behalf by its this day of , 20 .

	[The Purchaser]

	By:
		Name:
		Title:

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Personally appeared before me the above named , known or proved to me to be the same person who executed the foregoing instrument and to be the of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of the Purchaser.

Subscribed and sworn before me this day of , 20 .


NOTARY PUBLIC

COUNTY OF

STATE OF

My commission expires the day of , 20 .

C-1-4

EXHIBIT C-2

FORM OF TRANSFEROR LETTER

[Date]

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [R][LR]

Ladies and Gentlemen:

[Transferor] has reviewed the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no actual knowledge or reason to know that the information contained in paragraphs 4, 7 and 11 thereof is not true. No purpose of [Transferor] relating to the transfer of the Class [R][LR] Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of any tax.

	Very truly yours,

	[Transferor]

	By:
		Name:
		Title:

C-2-1

EXHIBIT D-1

FORM OF INVESTMENT REPRESENTATION LETTER

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Re:

Transfer of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5: Class []

Ladies and Gentlemen:

This letter is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, on behalf of the holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass Through Certificates, Series 2013-C5 (the “Certificates”) in connection with the transfer by [________] (the “Seller”) to the undersigned (the “Purchaser”) of $_____ aggregate initial [Certificate Balance] [Notional Balance][_____% Percentage Interest] of Class [ ] Certificates, in certificated fully registered form (such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

In connection with such transfer, the Purchaser hereby represents and warrants to you as follows:

[For Institutional Accredited Investors only][Except with respect to the Class R and Class LR Certificates] 1. The Purchaser is an entity qualifying as an “accredited investor” (“Institutional Accredited Investor”) within the meaning of Rule 501 (a)(1), (2), (3) or (7) of Regulation D (“Regulation D”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of the investment. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.

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[For Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” (“Qualified Institutional Buyer”) within the meaning of Rule 144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser is acquiring the Certificate for its own account or for one or more accounts (each of which is a Qualified Institutional Buyer) as to each of which the Purchaser exercises sole investment discretion. The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.

2. The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer to (i) Qualified Institutional Buyers in transactions under Rule 144A, or (ii) other Institutional Accredited Investors pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Individual Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.

3. The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.

4. The Purchaser has reviewed the applicable Private Placement Memorandum dated February 15, 2013, relating to the Certificates (the “Private Placement Memorandum”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Private Placement Memorandum.

5. The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as an owner of an Individual Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Depositor, the Trustee, the Certificate Administrator, the Certificate Registrar and all Certificateholders present and future.

D-1-2

6. The Purchaser will not offer, sell, pledge or otherwise transfer any portion of the Certificate, except in compliance with Section 5.02 of the Pooling and Servicing Agreement.

7. Check one of the following:

o The Purchaser is a “U.S. Tax Person” (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W 9 (or successor form).

o The Purchaser is not a “U.S. Tax Person” (as defined below) and under applicable law in effect on the date hereof, no taxes will be required to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate(s). The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment or (iii)]* two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the Certificates is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Forms W-8BEN, IRS Forms W-8IMY or]* IRS Forms W-8ECI[, as the case may be]*, any applicable successor IRS forms, or such other certifications as the Certificate Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the Certificate Registrar.

For purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).

Please make all payments due on the Certificates:**

(a) by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:

* Delete for Class R and Class LR.

** Only to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).

D-1-3

Account number:___________________________

Institution:________________________________

(b) by mailing a check or draft to the following address:

_________________________________________


	Very truly yours,

	[Insert Name of Purchaser]

	By:
		Name:
		Title:

Dated: ________________, 20__

D-1-4

EXHIBIT D-2

FORM OF ERISA REPRESENTATION LETTER

[Date]

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [ ]

Ladies and Gentlemen:

(the “Purchaser”) intends to purchase from (the “Seller”) [$___ initial [Certificate Balance] [Notional Balance]] [ % Percentage Interest] of Commercial Mortgage Pass-Through Certificates, 2013-C5, Class [ ], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:

The Purchaser is not (a) an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Code Section 4975, a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (b) a collective investment fund in which such Plans are invested, an insurance company using assets of separate accounts or general accounts which include assets of Plans (or which are deemed pursuant to ERISA or any Similar Law to include assets of Plans) or other person acting on behalf of any such Plan or using the assets of any such Plan, other than (except in the case of the Class V, Class R and Class LR Certificates) an insurance company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such

D-2-1

Certificate by such insurance company would be exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law; and

The Purchaser understands that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Class V, Class R or Class LR Certificates, which may not be transferred unless the transferee represents it is not such a person, such Purchaser is required to provide to the Certificate Registrar any opinions of counsel, officers’ certificates or agreements as may be required by such persons, and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the Certificate Registrar that the purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any corresponding provision of any Similar Law, and will not subject the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Registrar to any obligation or liability (including obligations or liabilities under ERISA, Code Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates or agreements shall not be at the expense of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate Administrator, the Trustee or the Certificate Registrar.

IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on this day of , 20 .

	Very truly yours,

	[Purchaser]

	By:
		Name:
		Title:

D-2-2

EXHIBIT E

REQUEST FOR RELEASE

[Date]

Deutsche Bank Trust Company Americas

as Certificate Administrator and Custodian

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: Custody Administration-UB13C5

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

Dear __________________:

In connection with the administration of the Mortgage Files held by, or on behalf of, you as Custodian under a certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian with respect to the following described Mortgage Loan for the reason indicated below:

Mortgagor’s Name: __________________________

Address: __________________________________

Asset No.: _________________________________

If only particular documents in the Mortgage File are requested, please specify which:

Reason for requesting file (or portion thereof):

_____ 1. Mortgage Loan paid in full. Such [Master Servicer] [Special Servicer] hereby certifies that all amounts received in connection with the Mortgage Loan have been or will be, following such [Master Servicer’s] [Special Servicer’s] release of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing Agreement.

_____ 2. The Mortgage Loan is being foreclosed.

E-1

_____ 3. Other. (Describe)

The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned to you or your designee within ten (10) days of our receipt thereof, unless the Mortgage Loan has been paid in full, in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless the Mortgage Loan is being foreclosed, in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose.

Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.

	[MASTER SERVICER] [SPECIAL SERVICER]

	By:
		Name:
		Title:

E-2

EXHIBIT F

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (A)(1) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES), TO AN ENTITY QUALIFYING AS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R AND CLASS LR CERTIFICATES), TO A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

F-1

EXHIBIT G

FORM OF REGULATION S TRANSFER CERTIFICATE

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

Re:

Transfer of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [ ]

Ladies and Gentlemen:

This certificate is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, on behalf of the holders of the UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [ ] (the “Certificates”) in connection with the transfer by the undersigned (the “Transferor”) to (the “Transferee”) of $ Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or a beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”) maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred interest, in either form, being the “Transferred Interest”).

In connection with such transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and, with respect to transfers made in accordance with Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:

(1) the offer of the Transferred Interest was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S;

(2) the offer and sale of the Transferred Interest was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation S;

(3) no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made by the Transferor, an affiliate of the Transferor, or any person

G-1

acting on behalf of the Transferor or any such affiliate in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer.

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________________, 20__

G-2

EXHIBIT H

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD

(Exchanges or transfers pursuant to Section 5.02(c)(ii)(A) of

the Pooling and Servicing Agreement)

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

Re:

Transfer of UBS-Barclays 2013-C5 Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [ ]

Reference is hereby made to the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

This letter relates to US $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of Rule 144A Global Certificate (CUSIP No. ) with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest for an interest in the Regulation S Global Certificate (CUSIP No. ) to be held with [Euroclear] [Clearstream]* (Common Code) through the Depositary.

In connection with such request and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance with the Transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and accordingly the Transferor does hereby certify that:

(1) the offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S,

* Select appropriate depository.

H-1

(2) the offer and sale of the Transferred Interest was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation S,

(3) no “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made by the Transferor, an affiliate of the Transferor, or any person acting on behalf of the Transferor or any such affiliate in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or

This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor, the Master Servicer and the Special Servicer.

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________________, 20__

H-2

EXHIBIT I

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD

(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

Re:

Transfer of UBS-Barclays 2013-C5 Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [ ]

The letter relates to U.S. $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Rule 144A Global Certificate (CUSIP No. ) with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global Certificate (Common Code No. ).

In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, with respect to transfers made in reliance on Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:

(1) the offer of the Certificates was not made to a “U.S. person” within the meaning of Rule 902(k) of Regulation S,

(2) the offer and sale of the Transferred Interest was made in an “offshore transaction” within the meaning of Rule 902(h) of Regulation S,

I-1

(4) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______________, 20___

I-2

EXHIBIT J

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE

(Exchange or transfers pursuant to Section 5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)

Deutsche Bank Trust Company Americas

c/o DB Services Americas, Inc.

5022 Gate Parkway, Suite 200

Jacksonville, Florida 32256

Attention: Transfer Unit

Re:

Transfer of UBS-Barclays 2013-C5 Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class [ ]

This letter relates to U.S. $ aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Regulation S Global Certificate (CUSIP No. ) with [Euroclear] [Clearstream]* (Common Code ) through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate (CUSIP No. ).

In connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A under the Securities Act to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account or accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.

* Select appropriate depositary.

J-1

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ______________, 20__

J-2

EXHIBIT K

FORM OF DISTRIBUTION DATE STATEMENT

K-1

	UBS-Barclays Commercial Mortgage Trust 2013-C5
	Commercial Mortgage Pass-Through Certificates
	March 12, 2013


1761 E. St. Andrew Place	Table of Contents
Santa Ana, CA 92705
	Certificate Payment Report		2	Stratification - Financial Ratios and Other		17
Website:	Certificate Factor Report		3	Historical Loss Liquidation		18
https://tss.sfs.db.com/investpublic	Cash Reconciliation		4	Historical Bond/Collateral Realized Loss Reconciliation		19
	Other Related Information		5	Loan Level Detail		20
	Pool and Performance Detail		6	Specially Serviced Loan Detail		21
	Bond Interest Reconcilation		7	Specially Serviced Loan Comments		22
Associated Files	Bond Reconciliation Detail		8	Appraisal Reduction Detail		23
Supplements	Performance History		9	Appraisal Reduction Comments		24
Pool Periodic	Payoff History		10	Modifications/Extensions Detail/Description		25
Bond Periodic	Mortgage Payoff Detail		11	REO Historical Detail		26
Loan Periodic	Delinquency Detail		12	Material Breaches and Document Defects		27
Loan Setup	Stratification - Mortgage Balances/Rates		13	Rule 15Ga Information		28
Governing Documents	Stratification - Amortization Terms		14
Annex A	Stratification - Property Types		15
	Stratification - Geographic Distribution		16

	Contacts			Dates
Factor Information:
(800) 735-7777	Depositor	UBS Commercial Mortgage Securitization Corp.		Current Distribution Date			03/12/2013
				Distribution Count			1
Main Phone Number:	Master Servicer	Midland Loan Services, a Division of PNC Bank,
714-247-6000		National Association		Prior Distribution Date			N/A
				Next Distribution Date			04/12/2013
	Special Servicer	Midland Loan Services, a Division of PNC Bank,		Trust Collection Period	02/07/2013	to	03/06/2013
		National Association

	Underwriters	UBS Securities LLC		Record Date			02/27/2013
		Barclays Capital Inc.		Determination Date			03/06/2013
Administrator		KeyBanc Capital Markets Inc.
		Citigroup Global Markets Inc.		Cutoff Date			02/01/2013
		Drexel Hamilton, LLC		Closing Date			02/28/2013
		Nomura Securities International, Inc.		Initial Distribution Date			03/12/2013
				Rated Final Payment Date			03/12/2046
	Operating Advisor	Situs Holdings, LLC,

	Trustee	Deutsche Bank Trust Company Americas

	Certificate Administrator	Deutsche Bank Trust Company Americas

	Rating Agencies	Fitch, Inc.
		Kroll Bond Rating Agency, Inc.
		Moody’s Investors Service, Inc.

	In connection with the Trustee’s preparation of this Statement to Certificateholders, the Trustee is conclusively relying upon, and has not independently verified, information provided to it by various third parties, including the Master Servicer, Special Servicer and other parties to the transaction. The Trustee makes no representations as to the completeness, reliability, accuracy or suitability for any purpose of the information provided to it by such third parties.

Page 1 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Certificate Payment Report

Balance and Principal Components

Interest

Pass-Through Rate

Credit Support

Class

Class Type

CUSIP

Original

Balance

Beginning

Balance

Principal

Non-Prin Adj/

Loss/Accretion

Ending

Balance

Interest

Distributed

Excess/

Shortfall

Current

Original

Current

SubTotal

Total

Page 2 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Certificate Factor Report

Accrual

Balance Factors

Payment Factors

Class

Cusip

Start

Date

End

Date

Methodology

Original

Balance

Beginning

Balance

Ending

Balance

Interest

Distributed

Principal

Distributed

Total

Distributed

Page 3 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Cash Reconciliation

Servicer Remittance Non-Adjusted	Adjustments		Trust
Principal	Principal		Trust Related Fees & Expenses
A. Scheduled Principal	A. Excess Amounts		Trustee Fee
Current Principal	Subsequent Recovery		Certificate Administrator Fee
Advanced Principal	Gain-on-Sale		Trustee Strips
Scheduled Maturity Payoff			Certificate Insurer
	B. Shortfalls Amounts.		Collateral Administrator
B Unscheduled Principal	Realized Loss		Trust Expense(s)
Voluntary	Additional Loss Claim		Guarantee Fee
Post-Maturity			Unreimbursed Indemnification Expense
Liquidation	Net Excess/Shortfall
Curtailment			Trust Related Fees & Expenses
Defeasance		Interest
Neg Am/Deferred	A. Excesses		Sister Agreements
	Penalties/Yield Maintain/Exit		In-SWAP Payment
	Extension Interest (ARD)		Out-SWAP Payment
Principal Non-Adjusted	Default Interest		In-Equity Payment
	Prepay Interest Excess (PPIE)		Out-Equity Payment
Interest	Interest Recovery
A. Scheduled Interest	ASER Recovered		Interest Reserve Account
Current Interest	Other Interest Proceeds		Deposit
Delinquent Interest			Cumulative Deposit
	B. Shortfalls		Withdrawal
B Servicing Fees & Expenses	Gross PPIS (Prepay Interest Shortfall)
Current Servicer Fees	Servicer PPIS Cap		Summary
Delinquent Servicer Fees	Net PPIS		Principal Adjusted
Sub-Servicer	Deferred Interest		Scheduled Interest
Servicer Fee Strips	Modification Shortfall		Servicer Fee & Expense
Other Fee Strips (incl. Insurer)	ASER Applied		Interest Shortfall Expense
Miscellaneous Fees	Special Servicer Fees		Servicer Wire
Servicer Fees/Expenses	Workout Fees		Trustee Fee & Expense
Interest Non-Adjusted	Liquidation Fees		Sister Agreements
Principal & Interest Non-Adjusted	Non-Recoveralble Advances		Interest Reserve Account
C. Operating Advisor Fees	Interest on Prior Advances		Due to Certificates
	Various Expenses
	Other Interest Loss
	Net Excess/Shortfall

Page 4 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Other Related Information


	Disclosable Special Servicer Fees*

	Commissions
	Brokerage fees
	Commissions
	Other


	*Fee-sharing arrangement

Page 5 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Pool and Performance Detail

Pool Detail					WA Rates/Terms

Current	Amt	%	Cnt	%		Cutoff	Prior	Current	Next

Amortizing/Balloon					WAC
IO/Amortizing/Balloon					LIBOR
IO/Balloon					WAMM
					AWAM
Smallest Balance
Average Balance
Largest Balance
					Performance Snapshot

		3 Mo Avg		6 Mo Avg		12 Mo Avg
Current	Current	% Bal	% Cnt	% Bal	% Cnt	% Bal	% Cnt
Beginning Balance	Current
Scheduled Principal	30 Day
Voluntary Payoff	60 Day
Scheduled Maturity Payoff	90 Day Plus
Post-Maturity Payoff	Foreclosures
Net Liquidation	REOs
Realized Loss	Bankruptcies
Curtailment	Liquidations
Defeasance	Defeasances
Negative Amortization/Deferred	Modifications
Ending Balance
	Advance Summary

Cumulative	Cumulative	Principal		Interest	Cnt	% Amt	% Cnt
	Prior Outstanding
Scheduled Principal	Current Amount
Voluntary Payoff	Recovery (-)
Scheduled Maturity Payoff	Current Outstanding
Post-Maturity Payoff	Non-Recoverable
Net Liquidation
Realized Loss	Appraisal Reduction Summary
Curtailment	Prior Cumulative ASER
Defeasance	Current ASER
Negative Amortization/Deferred	Recovery (-)
	Cumulative ASER
	(*) ARA Appraisal Reduction Amount		(*) ASER Appraisal Subordination Entitlement

Page 6 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Bond Interest Reconcilation

Accrual

Beginning

Pass-Through

Prior

Current

Distributable

Distributed

Outstanding

Class

Prior Due

Curr Due

Method

Days

Balance

Rate

Shortfall

Accrued

Additions

Deductions

Interest

Shortfall

SubTotal

Total

Page 7 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Bond Reconciliation Detail

Principal Components

Interest Additions

Interest Deductions

Current

Cumulative

PPY, PPYYM,

Interest

Interest on Prior

Net

Deferred

Interest Loss

Class

Scheduled

Unscheduled

Loss

Exit Fees

Adjustment

Shortfall

Loss

PPIS

Accretion

Expense

SubTotal

Total

Page 8 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Performance History

Delinquency Categories (excludes REO/Foreclosures)

Impaired Loans

Unique Events

Dist Date

30 Day

60 Day

90 Day

Foreclosure

REO

Bankruptcy

Defeasance

Modification

Specially Serviced

Dist Cnt

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Cnt

Bal

Page 9 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Payoff History

Payoff Amount

Liquidation

Interest Additions/Deductions (1)

Maturity (2)

Remaining Term

Dist Date

Dist Cnt

Cnt

Amount

Cnt

Liquidation

Realized Loss

Net Liquidation

Type

Penalty

PPIS

Other

Date

Var

Life

Amort

Total

Page 10 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Mortgage Payoff Detail

Amortization Type				Property Type Code
1	Partial Liq’n (Curtailment)	7	N/A	MF	Multi-Family	OF	Office
2	Payoff Prior to Maturity	8	Payoff w/ Penalty	RT	Retail	MU	Mixed Use
3	Disposition/Liquidation	9	Payoff w/ Yield Maintenance	HC	Health Care	LO	Lodging
4	Repurchase/Substitution	10	Curtailment w/ Penalty	IN	Industrial	SS	Self Storage
5	Full Payoff at Maturity	11	Curtailment w/ Yield Maintenance	WH	Warehouse	OT	Other
6	DPO			MH	Mobile Home Park

Page 11 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Delinquency Detail

P&I Advances

Non-Advancing

Tracking

Status/Resolution w Relevant Dates

Loan Description

Investor

Prior Outstanding

Current Outstanding

Non-

Mo (s)

Loan

Resoln

SS Tran

ARA

FC/REO

Prop

No.

PTD

Interest

Principal

Interest

Principal

ASER

Recoverable

Delinq

Recov

Status

Strategy

Date

Type

DSCR

LTV

Totals

Resolution Strategy Code

Loan Status Code

Property Type Code

Modification

DPO

Deed in Lieu Of

Current

90 Days Delinquent

Multi-Family

Office

Foreclosure

REO

Foreclosure

Grace

Matured Balloon

Retail

Mixed Use

Bankruptcy

Resolved

Full Payoff

0 - 29 Days

Foreclosure

Health Care

Lodging

Extension

Pending Return

Reps and Warranties

30 Days Delinquent

REO

Industrial

Self Storage

Note Sale

to Master Servicer

Other or TBD

60 Days Delinquent

Warehouse

Other

Mobile Home Park

Page 12 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Stratification - Mortgage Balances/Rates

Distribution of Principal Balances - All Groups

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Balances

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Distribution of Mortgage Rates - All Groups

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Mortgage Rates

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Page 13 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Stratification - Amortization Terms

Amortization terms of the Mortgage Pool - All Groups

Amortizing/Balloon

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Terms

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Interest Only/Amortizing/Balloon

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Terms

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Interest Only/Balloon

Current

Original

Summation

Weighted Average

Summation

Weighted Average

Terms

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Page 14 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Stratification - Property Types

Distribution Of Property Types- Current Status

Distribution Of Property Types- Closing Status

Summation

Weighted Average

Summation

Weighted Average

Property Types

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Property Types

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Average

Minimum

Maximum

Page 15 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Stratification - Geographic Distribution

Distribution by Geographic Location - Current Status

Distribution by Geographic Location - Closing Status

Summation

Weighted Average

Summation

Weighted Average

Geographic

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Geographic

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Page 16 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Stratification - Financial Ratios and Other

Distribution of Loan Seasoning

Distribution of Debt Service Coverage Ratios (DSCRs)- Most Recent

Summation

Weighted Average

Summation

Weighted Average

Terms

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Ratios

Cnt

Balance

Term

Rate

LTV

OCC

Average

Minimum

Max DSCR

Min DSCR

Maximum

Distribution of Maturity Dates

Distribution of Loan-to-values (LTVs)

Summation

Weighted Average

Summation

Weighted Average

Year

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Ratios

Cnt

Balance

Term

Rate

DSCR

OCC

Max LTV

Min LTV

Distribution by Amortization Type

Distribution of Occupancy Percentages

Summation

Weighted Average

Summation

Weighted Average

Amortization Type

Cnt

Balance

Term

Rate

DSCR

LTV

OCC

Percentages

Cnt

Balance

Term

Rate

LTV

DSCR

Max Occ

Min Occ

Page 17 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Historical Loss Liquidation

Liquidation Components (time of resolution)

Subsequent Adjustments

Investor

No.

Period

Begin Bal

Most Recent

Appraisal

Liquidation

Sales Price

Liquidation

Proceeds

Liquidation

Expense

Net Liquidation

Proceeds

Loss to Trust

Loss

Type

Adjustment

Date

Adjustment

Amount

Minor Adjustment

Adjusted Loss

Cumulative

Page 18 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Historical Bond/Collateral Realized Loss Reconciliation

Liquidation Summary

Certificate Level

Cash Adjustment

Investor

No.

Period

Beginning
Balance (1)

Aggregate

Loss (2)

Prior Certificate
Writedown (3)

OC, Credit

Support (4)

Shortfalls/

Excesses (5)

Modification,

ARA Adjs (6)

Subseq Claims

Recoveries (7)

Curr Certificate

Writedown (8)

Cash
Recovery (9)

Curr Certificate

Writedown Adj.(10)

Loan Status Code

1	Current Scheduled Beginning Balance of the Loan at Liquidation	6	Modification Adjustments/Appraisal Reduction Adjustments
2	Aggregate Realized Loss on Loans	7	Additional (Recoveries) Expenses applied to Realized Losses
3	Prior Realized Loss Applied to Certificates	8	Realized Loss Applied to Certificates to Date ((3) -(4) - (5) - (6) + (7))
4	Amounts covered by Overcollaterization and other Credit Supports	9	Recoveries of Realized Losses Paid as Cash
5	Interest (Shortages)/Excesses applied to Realized Losses	10	Recoveries/Realized Losses applied to Certificate Interest
Note: In the initial period, the Realized Loss Applied to certificates to Date will equal Aggregate Realized Loss on Loans (- (4) - (5) -(6) +(7)) versus ((3) - (4) - (5) -(6) +(7))

Page 19 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Loan Level Detail

Current P&I

Current Status

Static

Financial

Principal Components

Interest

Most Recent

Cutoff

Investor

No.

Begin Bal

Principal

Ending Bal

Rate

Accrual

Interest

PTD

Loan Rsln

StatusStrgy

Dfs

Status

Prop

Type State

Amort

Type

Cutoff

Maturity

DSCR

LTV

Phy

Occ %

DSCR

LTV

Phy

Occ %

Resolution Strategy Code

Loan Status Code

Defeasance Status Code

Property Type Code

Amortization Type

Modification

DPO

Deed in Lieu Of

Current

90 Days Dlq

Partial

Multi-Family

Office

Fully Amortizing

Foreclosure

REO

Foreclosure

Grace

Matured Bln

Full

Retail

Mixed Use

Amortizing Balloon

Bankruptcy

Resolved

Full Payoff

0 - 29 Days

Foreclosure

None

Health Care

Lodging

Interest Only/Balloon

Extension

Pending Return

Reps and Warranties

30 Days Dlq

REO

Not Allowed

Industrial

Self Storage

Interest Only/Amortizing

Note Sale

to Master Servicer

Other or TBD

60 Days Dlq

Warehouse

Other

Interest Only/Amortizing/Balloon

Mobile Home Park

Principal Only

Page 20 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Specially Serviced Loan Detail

Status/Resolutions

Balance/Rate/Terms

Static

Financial

Remaining

Most Recent

Cutoff

Investor

Loan

Spec Serv

Resoln

Scheduled

Actual

Note

Prop

Amort

Cutoff

No.

PTD

Status

Trans Date

Strateg

Balance

Rate

Life

Amort

Type

State

Type

Maturity

DSCR

LTV

Phy Occ%

NOI

LTV

Phy Occ%

Resolution Strategy Code

Loan Status Code

Property Type Code

Modification

DPO

Deed in Lieu Of

Current

90 Days Delinquent

Multi-Family

Office

Foreclosure

REO

Foreclosure

Grace

Matured Balloon

Retail

Mixed Use

Bankruptcy

Resolved

Full Payoff

0 - 29 Days

Foreclosure

Health Care

Lodging

Extension

Pending Return

Reps and Warranties

30 Days Delinquent

REO

Industrial

Self Storage

Note Sale

to Master Servicer

Other or TBD

60 Days Delinquent

Warehouse

Other

Mobile Home Park

Page 21 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Specially Serviced Loan Comments

	Status/Resolutions
Investor		Loan	Spec Serv	Resoln
No.	PTD	Status	Trans Date	Strategy	Description

Page 22 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Appraisal Reduction Detail

Status/Resolutions

Appraisal Reduction Components

Static

Financial

Investor

Loan

Appraisal

Resoln

Scheduled

Appraisal

Actual

Prop

Amort

Cutoff

Most Recent

Cutoff

No.

PTD

Status

Redn Date

Strategy

Balance

Reduction Amt

ASER

Balance

Type

State

Type

Maturity

DSCR

LTV

Phy Occ%

NOI

DSCR

LTV

Resolution Strategy Code

Loan Status Code

Property Type Code

Modification

DPO

Deed in Lieu Of

Current

90 Days Delinquent

Multi-Family

Office

Foreclosure

REO

Foreclosure

Grace

Matured Balloon

Retail

Mixed Use

Bankruptcy

Resolved

Full Payoff

0 - 29 Days

Foreclosure

Health Care

Lodging

Extension

Pending Return

Reps and Warranties

30 Days Delinquent

REO

Industrial

Self Storage

Note Sale

to Master Servicer

Other or TBD

60 Days Delinquent

Warehouse

Other

Page 23 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Appraisal Reduction Comments

	Status/Resolutions
Investor		Loan	Appraisal	Resoln
No.	PTD	Status	Redn Date	Strategy	Description

Page 24 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Modifications/Extensions Detail/Description

Modification Components

Investor

Modification

Modification Terms - Cutoff/Current

No.

Date

Type

Balance

Rate

Maturity

P&I Amount

Balance

Rate

Maturity

P&I Amount

Description

Modification Type
1	Maturity Date	6	Capitalization on Taxes
2	Amortization Change	7	Other
3	Principal Write-off	8	Combination
4	Temporary Rate Reduction
5	Capitalization of Interest

Page 25 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

REO Historical Detail

Appraisal Information

Static

Liquidation Detail

Investor

REO

Balances

Most Recent

Appraisal

Prop

Amort

Cutoff

Liquidation

Net Liquidation

Realized

No.

Date

Type

Scheduled

Actual

Appraisal

Date

Redn Amt

Type

State

Type

Maturity

Date

Proceeds

Loss

Type

REO Type
1	Paid-in-Full	4	Final Recovery REO
2	Final Recovery Mode	5	Permitted Purchase of REO
3	Permitted Purchase

Page 26 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Material Breaches and Document Defects

	Status/Resolutions
Investor		Loan	Breach or	Resoln
No.	PTD	Status	Defect Date	Strategy	Description

Page 27 of 28

UBS-Barclays Commercial Mortgage Trust 2013-C5

Commercial Mortgage Pass-Through Certificates

March 12, 2013

Rule 15Ga Information


	Form ABS-15G - Reference

	Mortgage Loan Seller		ABS-15G file Reference	SEC Central Index Key (if applicable)




	Rule 15Ga-1(a) - repurchases/replacements - Reference

	Investor No.	Asset Name	Asset Originator	Ending Balance	Most Recent Appraisal	Repurchase/Replacement Status(1)



Status:	Requested Pending Executed Not Executed

Page 28 of 28

EXHIBIT L-1

FORM OF INVESTOR CERTIFICATION

[Date]

Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: Trust Administration-UB13C5

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

1. The undersigned is a certificateholder, beneficial owner or prospective purchaser of the Class ___ Certificates.

2. In the case of a Publicly Offered Certificate, the undersigned has received a copy of the Prospectus.

3. The undersigned is not a Borrower, a Manager, an Affiliate of any of the foregoing or an agent of any of the foregoing.

4. The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.

In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part.

The undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the

L-1-1

“Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

5. The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

6. The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.

7. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

	[Certificateholder][Beneficial Owner][Prospective Purchaser]

	By:
		Title:
		Company:
		Phone:

L-1-2

EXHIBIT L-2

FORM OF ONLINE VENDOR CERTIFICATION

This Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.

In connection with the UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass Through Certificates, Series 2013-C5 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, the undersigned hereby certifies and agrees as follows:

The undersigned is an employee or agent of Bloomberg Financial Markets, L.P., Intex Solutions, Inc., Trepp, LLC, Interactive Data Corporation, BlackRock Financial Management, Inc. or Markit LLC, a market data provider that has been given access to the Distribution Date Statements, CREFC reports and supplemental notices delivered or made available pursuant to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on https://tss.sfs.db.com/investpublic (the “Website”) by request of the Depositor.

2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have recertified that the representation above remains true and correct.

3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the agreement pursuant to which the Certificates were issued.

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

L-2-1

EXHIBIT L-3

FORM OF COMPANION LOAN NOTEHOLDER CERTIFICATION

[Date]

Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, CA 92705

Attention: Trust Administration-UB13C5

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5 – Companion Loan

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, with respect to any Companion Loan (as defined in the Pooling and Servicing Agreement), the undersigned hereby certifies and agrees as follows:

1. The undersigned is a Companion Loan Noteholder (as defined in the Pooling and Servicing Agreement).

2. The undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”) on the Certificate Administrator’s Website.

3. The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations contained herein remain true and correct.

4. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized officer, as of the day and year written above.

L-3-1

	[Companion Loan Noteholder]

	By:
		Title:
		Company:
		Phone:

L-3-2

EXHIBIT M

FORM OF NOTIFICATION FROM CUSTODIAN

[DATE]

To the Persons Listed on the attached Schedule A

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

Ladies and Gentlemen:

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, the undersigned, as Custodian, hereby notifies you that, based upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii) has not been recorded or filed (if required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each case as more fully described on the attached defect schedule.

The Custodian has no responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is legal, valid, binding or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.

Capitalized words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian

	By:
		Name:
		Title:

M-1

SCHEDULE A

FORM OF NOTIFICATION FROM CUSTODIAN

To the Depositor:

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: Nicholas G. Galeone

To the Trustee:

Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: Trust Administration-UB13C5

To the Master Servicer:

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President—Division Head

with a copy to:

Stinson Morrison Hecker LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile Number: (816) 412-9338

To the Special Servicer:

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President—Division Head

with a copy to

Stinson Morrison Hecker LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile Number: (816) 412-9338

M-2

To the Operating Advisor:

Situs Holdings, LLC

2 Embarcadero, Suite 1300

San Francisco, California 94111

Attention: Stacey Ciarlanti, Vice President

with a copy to:

Situs Holdings, LLC,

4665 Southwest Freeway

Houston, Texas 77027

Attention: Pete Larsen, Vice President – Legal Counsel

To the initial Directing Holder:

Eightfold Real Estate Capital Fund II, L.P.

1111 Lincoln Road

Suite 802

Miami Beach, Florida 33139

To the applicable Mortgage Loan Seller:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: Nicholas G. Galeone

with a copy to:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung

with a copy to:

UBS AG

299 Park Avenue

New York, New York 10171

Attention: Chad Eisenberger, Executive Director & Counsel

M-3

Barclays Bank PLC

745 Seventh Avenue

New York, New York 10019

Facsimile No.: (646) 758-1700

Attention: Daniel Vinson, Managing Director

with a copy to:

Barclays

745 Seventh Avenue

New York, New York 10019

Facsimile No.: (212) 412-7519

Attention: Ian W. Sterling, Legal Department

with a copy to:

Dechert LLP

1095 Avenue of the Americas

New York, New York 10036

Facsimile No.: (212) 698-3599

Attention: Jodi E. Schwimmer

General Electric Capital Corporation

299 Park Avenue, 4th Floor

New York, New York 10017

Attention: Bruce Viergever

Facsimile: (646) 428-7196

with a copy to:

General Electric Capital Corporation

901 Main Avenue, 4th Floor

Norwalk, Connecticut 06851

Attention: Pat DeLuca

Facsimile: (203) 750-7098

with a copy to:

General Electric Capital Corporation

14951 Dallas Parkway

Dallas, Texas 75254

Attention: David Martindale

Facsimile: (972) 728-7650

M-4

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Clay M. Sublett

Facsimile: (877) 379-1625

with a copy to:

KeyBank National Association

127 Public Square

Cleveland, Ohio 44114

Attention: Robert C. Bowes

Facsimile: (216) 689-5681

with a copy to:

Polsinelli Shughart PC

700 W. 47th Street, Suite 1000

Kansas City, Missouri 64112

Attention: Kraig Kohring

Facsimile: (816) 753-1536

Archetype Mortgage Funding II LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: Leslie K. Fairbanks, Senior Vice President

with a copy to:

LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: Vincent P. Kallaher, Senior Vice President

with a copy to:

LNR Property LLC

1601 Washington Avenue, Suite 800

Miami Beach, Florida 33139

Facsimile Number: (305) 695-5449

Attention: Corporate Counsel

M-5

DEFECT SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN

M-6

EXHIBIT N-1

FORM OF CLOSING DATE CUSTODIAN CERTIFICATION

[Date]

[ ]

Attention: [ ]

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, the Custodian hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession all Notes or an appropriate lost note affidavit, and (b) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it and appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified on the schedule attached hereto.

Capitalized terms used but not defined herein shall the respective meanings set forth in the Agreement.

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian

	By:
		Corporate Trust Officer
		Name:
		Title:

N-1-1

SCHEDULE A

TO CLOSING DATE TRUSTEE CERTIFICATION

MORTGAGE LOAN SCHEDULE

N-1-2

EXHIBIT N-2

FORM OF POST-CLOSING CUSTODIAN CERTIFICATION

[Date]

[ ]

Attention: [ ]

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

In accordance with Section 2.02 of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, the Custodian hereby certifies, subject to the terms of the Pooling and Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, all documents (other than documents referred to in clause (xix) of Section 2.01(a) of the Agreement and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Agreement) referred to in Section 2.01(a) of the Agreement (in the case of the documents referred to in Section 2.01(a)(iv), (v), (vi), (vii) of the Agreement (in the case of any endorsement thereto), (viii), (ix) and (x) through (xxi) of the Agreement, as identified in the Loan Document checklist included in the related Mortgage File) and any original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on the attached schedule hereto.

Capitalized terms used but not defined herein shall the respective meanings set forth in the Agreement.

N-2-1

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian

	By:
		Corporate Trust Officer
		Name:
		Title:

N-2-2

SCHEDULE A

TO POST-CLOSING CUSTODIAN CERTIFICATION

MORTGAGE LOAN SCHEDULE

N-2-3

EXHIBIT O

FORM OF TRUSTEE BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 (The “Trust”)

The undersigned, __________, a __________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee (the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, certifies to [ ], UBS Commercial Mortgage Securitization Corp. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

I am responsible for reviewing the activities performed by the Trustee and based on my knowledge and the compliance reviews conducted in preparing the Trustee compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Trustee has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and

The report on assessment of compliance with servicing criteria applicable to the Trustee for asset-backed securities with respect to the Trustee or any Servicing Function Participant retained by the Trustee and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the period ending [December 31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

O-1

	DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:
		Name:
		Title:

O-2

EXHIBIT P

FORM OF CUSTODIAN BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 (The “Trust”)

The undersigned, __________, a __________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Custodian (the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, certifies to [ ], UBS Commercial Mortgage Securitization Corp. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

I am responsible for reviewing the activities performed by the Custodian and based on my knowledge and the compliance reviews conducted in preparing the Custodian compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed to the Certificate Administrator and to the Depositor, the Custodian has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and

The report on assessment of compliance with servicing criteria applicable to the Custodian for asset-backed securities with respect to the Custodian or any Servicing Function Participant retained by the Custodian and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the period ending [December 31, 20__] in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

P-1

Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:
		Name:
		Title:

P-2

EXHIBIT Q

FORM OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 (The “Trust”)

The undersigned, __________, a __________ of DEUTSCHE BANK TRUST COMPANY AMERICAS, on behalf of DEUTSCHE BANK TRUST COMPANY AMERICAS, as Certificate Administrator (the “Certificate Administrator”), under that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, certifies to [ ], UBS Commercial Mortgage Securitization Corp. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

1.	I have reviewed the annual report on Form 10-K for the fiscal year [20___] (the “Annual Report”), and all reports on Form 10-D and Form 8-K to be filed in respect of periods included in the year covered by the Annual Report (collectively with the Annual Report, the “Reports”), of the Trust;

To my knowledge, the Reports taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Annual Report;

3.	To my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator under the Pooling and Servicing Agreement for inclusion in the Reports is included in the Reports;

I am responsible for reviewing the activities performed by the Certificate Administrator under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Certificate Administrator compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Reports, the Certificate Administrator has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement; and

The report on assessment of compliance with servicing criteria applicable to the Certificate Administrator for asset-backed securities with respect to the Certificate Administrator or any Servicing Function Participant retained by the Certificate Administrator and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act

Q-1

Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.

In giving the certifications above, the Certificate Administrator has reasonably relied on information provided to it by the following unaffiliated persons: the Master Servicer, the Special Servicer, the Depositor, the Trustee and/or the Custodian.

Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	DEUTSCHE BANK TRUST COMPANY AMERICAS

	By:
		Name:
		Title:

Q-2

EXHIBIT R

FORM OF MASTER SERVICER BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 Mortgage Trust (the “Trust”)

I, [identify the certifying individual], a [_____________] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer under that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, all servicing information and all reports required to be submitted by the Master Servicer to the Certificate Administrator pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;

Based on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer backup certificate delivered by the Special Servicer relating to the Relevant Period, the master servicing information contained in the Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section 10.11. of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report applies;

R-1

The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

The report on assessment of compliance with servicing criteria applicable to the Master Servicer for asset-backed securities with respect to the Master Servicer or any Servicing Function Participant retained by the Master Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

[In giving the certification above, I have reasonably relied on and make no certification as to information provided to me by the following unaffiliated parties: [name(s) of servicer, sub-servicer or co-servicer not retained by the master servicer giving certification] and, notwithstanding the foregoing certifications, neither I nor Master Servicer makes any certification under the foregoing clauses (2) and (3) with respect to the information in the Servicer Reports that is in turn dependent upon information provided by the Special Servicer under the Pooling and Servicing Agreement.]

Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

	By:
		Name:
		Title:

R-2

EXHIBIT S

FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 (the “Trust”)

I, [identify the certifying individual], a [_______________ ] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION (the “Special Servicer] as Special Servicer with respect to all of the Mortgage Loans under that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports required to be submitted by the Special Servicer to the Master Servicer, the Depositor, Trustee or Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement (the “Special Servicer Reports”) for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Special Servicer to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;

Based on my knowledge, the special servicing information contained in the Special Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect to the Special Servicer, and except as disclosed in the compliance certificate delivered by the Special Servicer under Section 10.11 of the Pooling and Servicing Agreement, the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report applies;

4.	The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the

S-1

Special Servicer assessment of compliance with the Relevant Servicing Criteria, in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

The report on assessment of compliance with servicing criteria applicable to the Special Servicer for asset-backed securities with respect to the Special Servicer or any Servicing Function Participant retained by the Special Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

	By:
		Name:
		Title:

S-2

EXHIBIT T

MORTGAGE LOAN SELLER SUB-SERVICERS

Bank of America, National Association

Berkadia Commercial Mortgage LLC

Grandbridge Real Estate Capital LLC

KeyCorp Real Estate Capital Markets, Inc.

NorthMarq Capital, LLC

T-1

EXHIBIT U

MORTGAGE LOANS WITH EARNOUT/HOLDBACK PROVISIONS

None.

U-1

EXHIBIT V

FORM OF NRSRO CERTIFICATION

[Date]

Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: Custody Administration-UB13C5

Attention:

UBS Commercial Mortgage Securitization Corp., UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass Through Certificates, Series 2013-C5

In accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings. LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as to either 1 or 2 below:

1.	The undersigned is an NRSRO and

(a)

has provided UBS Securities LLC with the appropriate certifications under Rule 17g-5(e);

(b)

has access to the 17g-5 Information Provider’s Website; and

(c)

agrees to keep any information obtained from the 17g-5 Information Provider’s Website confidential.

2.	The undersigned is a Rating Agency or Companion Rating Agency hired to assign ratings with respect to the Certificates or a class of Pari Passu Companion Loan Securities.

The undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website, the undersigned is deemed to have recertified that the representations contained herein remain true and correct.

Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.

V-1

[Nationally Recognized Statistical Rating Organization] [Rating Agency]

Name:

Title:

Company:

Phone:

Email:

V-2

EXHIBIT W-1

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10019

Attention: Nicholas G. Galeone

Email: nicholas.galeone@ubs.com

Re:

UBS Commercial Mortgage Securitization Corp., UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass Through Certificates, Series 2013-C5

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:

1. The Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________ is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.

2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”),

W-1-1

or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.

	Very truly yours,

	By:
		Name:
		Title:

W-1-2

EXHIBIT W-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

UBS Commercial Mortgage Securitization Corp.

1285 Avenue of the Americas

New York, New York 10010

Attention: Nicholas G. Galeone

Email: nicholas.galeone@ubs.com

Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President—Division Head

Re:

UBS Commercial Mortgage Securitization Corp., UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass Through Certificates, Series 2013-C5

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:

1. The Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________ is the applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.

2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator, the Operating Advisor or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred

W-2-1

unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit W-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached as Exhibit W-2 to the Pooling and Servicing Agreement.

3. The Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.

4. Neither the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security.

5. The Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing of the Mortgage Loans, and (e) all related matters that it has requested.

6. The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an Institutional Accredited Investor (other than a Plan). The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.

7. The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made available to it,

W-2-2

confidential, (ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or other applicable securities laws or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or other applicable securities laws or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such Persons’ auditors, legal counsel and regulators.

8. The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may be reduced to the extent provided in the Pooling and Servicing Agreement.

	Very truly yours,

	By:
		Name:
		Title:

W-2-3

EXHIBIT X

FORM OF OPERATING ADVISOR ANNUAL REPORT

Report Date: Report will be delivered annually no later than [INSERT DATE].

Transaction: UBS Commercial Mortgage Securitization Corp., UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

Operating Advisor: [ ]

Special Servicer: [ ]

Controlling Class Representative: [ ]

I. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.

This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Loans during the prior calendar year.

Subject to the restrictions in the Pooling and Servicing Agreement, this Operating Advisor Annual Report (A) identifies any material deviations, if any (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of Specially Serviced Loans and (B) complies with all of the confidentiality requirements set forth in the Pooling and Servicing Agreement.

In connection with the assessment set forth in this report, the Operating Advisor:

1.	Reviewed any annual compliance statement and any assessment of compliance for the prior calendar year delivered to the Operating Advisor by the Special Servicer pursuant to Section 10.11 and Section 10.12 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

X-1

2.	Reviewed any annual independent public accountants’ servicing report for the prior calendar year delivered to the Operating Advisor pursuant to Section 10.13 of the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

3.	Reviewed any [Final] Asset Status Report for the prior calendar year and other information or communications delivered or provided to the Operating Advisor and the following issues were noted therein: [ ]

4.	Reviewed all information available on the Certificate Administrator’s Website in any manner relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

5.	Reviewed (or recalculated and verified, if applicable) any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(e) of the Pooling and Servicing Agreement and the following issues were noted: [ ]

6.	Consulted with the Special Servicer in connection with any Major Decision pursuant to Section 6.07 of the Pooling and Servicing Agreement and the following issues were noted: [ ]

Based on such review and/or consultation with the Special Servicer and performance of the other obligations of the Operating Advisor under the Pooling and Servicing Agreement, the Operating Advisor [does, does not] believe there are material violations of the Special Servicer’s compliance with its obligations under the Pooling and Servicing Agreement.

Qualifications related to the work product undertaken and opinions related to this report:

1. The Operating Advisor did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s discussion(s) regarding any Specially Serviced Loan. Except as indicated herein, the Operating Advisor did not meet in person with the Special Servicer or the Controlling Class Representative. [If in-person meetings took place between the Operating Advisor and the Special Servicer or the Controlling Class Representative, indicate accordingly.] As such, the Operating Advisor generally relied upon its review of the information described above or otherwise provided and its interaction and communications with the Special Servicer in gathering the relevant information to generate this report.

X-2

2. The Special Servicer has the legal authority and responsibility to service the Specially Serviced Mortgage Loans pursuant to the Pooling and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter such standards set forth therein.

3. Confidentiality and other contractual restrictions limit the Operating Advisor’s ability to outline herein the details or substance of certain information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer. However, all such information is considered in preparing this report.

4. There are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Mortgage Loans. These include, but are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer’s operational compliance with respect to those types of actions.

5. This report is furnished to the Certificate Administrator, among others, pursuant to the provisions of the Pooling and Servicing Agreement.

Terms used but not defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.

	SITUS HOLDINGS, LLC

	By:
		Name:
		Title:

X-3

EXHIBIT Y

FORM OF SARBANES-OXLEY CERTIFICATION

UBS Commercial Mortgage Securitization Corp.,

UBS-Barclays Commercial Mortgage Trust 2013-C5 (the “Trust”),

Commercial Mortgage Pass-Through Certificates, Series 2013-C5, issued pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian

I, [identify the certifying individual], a [title] of UBS Commercial Mortgage Securitization Corp., the depositor into the above-referenced Trust, certify that:

1. I have reviewed this annual report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by this annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);

2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act Periodic Reports;

4. Based on my knowledge and the servicer compliance statement(s) required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports, the servicers have fulfilled their obligations under the Pooling and Servicing Agreement or the applicable sub-servicing agreement or primary servicing agreement in all material respects; and

5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.

Y-1

In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: Midland Loan Services, a Division of PNC Bank, National Association, Situs Holdings, LLC and Deutsche Bank Trust Company Americas and [list any sub-servicers].

Date: _______________

	UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Y-2

EXHIBIT Z

ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO [●] AND [●] AND VIA EMAIL TO [●].com AND [●].com AND VIA OVERNIGHT MAIL TO THE ADDRESSES IMMEDIATELY BELOW**

UBS Commercial Mortgage Securitization Corp.

as Depositor

1285 Avenue of the America

New York, New York 10019

Attention: Nicholas G. Galeone

Facsimile No.: nicholas.galeone@ubs.com

Deutsche Bank Trust Company Americas,

as Certificate Administrator

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: Trust Administration-UB13C5

Re:

**Additional Form [10-D][10-K][8-K] Disclosure Required **

Ladies and Gentlemen:

In accordance with Section [10.06][10.07][10.09] of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, the undersigned, as , hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:

Z-1

List of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:

Any inquiries related to this notification should be directed to , phone number: ; email address: .

	[NAME OF PARTY], as [role]

	By:
		Name:
		Title:

Z-2

EXHIBIT AA

FORM OF SUB-SERVICER BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 (the “Trust”)

As contemplated by Section 10.08 of that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, [identify the certifying individual], a of , a corporation (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage Loans under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all servicing information and all required reports required to be submitted by the Sub-Servicer to the Certificate Administrator pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer to the Certificate Administrator for inclusion in these reports;

Based on my knowledge, the sub-servicer information contained in the Sub-Servicer Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required in this report under Item 1123 of Regulation AB with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section [3.01(c)(39)] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects in the year which such report applies;

The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to

AA-1

enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

Capitalized terms used but not defined herein have the meanings set forth in the Sub-Servicing Agreement or, if not defined in the Sub-Servicing Agreement, then the meanings set forth in the Pooling and Servicing Agreement.

Date:

	[INSERT NAME OF SUB-SERVICER]

	By:
		Name:
		Title:

AA-2

EXHIBIT AB

FORM OF OPERATING ADVISOR BACKUP CERTIFICATION

UBS-Barclays Commercial Mortgage Trust 2013-C5 (the “Trust”)

The undersigned, __________, a __________ of SITUS HOLDINGS, LLC, on behalf of SITUS HOLDINGS, LLC, as Operating Advisor (the “Operating Advisor”), under that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, certifies to [ ], UBS Commercial Mortgage Securitization Corp. and its officers, directors and affiliates, to the extent that the following information is within our normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information required to be submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, pursuant to the Pooling and Servicing Agreement (the “Operating Advisor Reports”) for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Operating Advisor to the Master Servicer, the Depositor, the Trustee or the Certificate Administrator, as applicable, for inclusion in these reports;

Based on my knowledge, the operating advisor information contained in the Operating Advisor Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by these reports;

I am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the Pooling and Servicing Agreement and based on my knowledge and the compliance reviews conducted in preparing the Operating Advisor compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB, and except as disclosed on any Operating Advisor Reports, the Operating Advisor has fulfilled its obligations in all material respects under the Pooling and Servicing Agreement;

The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year ________ have been provided all information relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria,

AB-1

in order to enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and

The report on assessment of compliance with servicing criteria applicable to the Operating Advisor for asset-backed securities with respect to the Operating Advisor or any Servicing Function Participant retained by the Operating Advisor and related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor for disclosure in such annual report on Form 10-K.

Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing Agreement.

Date:

	SITUS HOLDINGS, LLC

	By:
	Name:
	Title:

AB-2

EXHIBIT AC

FORM OF CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”) is made as of __________, 201[_], by ____________________ (“Recipient”) for the benefit of the Depositor (as hereinafter defined) and Deutsche Bank Trust Company Americas (the “Certificate Administrator”).

WHEREAS, reference is made to that certain Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian;

WHEREAS, Recipient desires to enter into this Agreement in order to access certain information in the possession of the Certificate Administrator in connection with the transactions contemplated by the Pooling and Servicing Agreement;

NOW THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the Recipient hereby agrees as follows:

1. Provision of Information. Recipient hereby certifies that it is a Privileged Person (as such term is defined in the Pooling and Servicing Agreement) and acknowledges that the Certificate Administrator has no obligation to give Recipient any information in connection with this Agreement other than in accordance with Section 4.02(h) of the Pooling and Servicing Agreement (the “Information”). Recipient further acknowledges that the Information may be confidential, proprietary or otherwise not generally available to the public and that the Certificate Administrator may cease communicating the Information to Recipient, at any time, in its sole discretion.

2. Nondisclosure of Information. The Information shall, except as otherwise provided herein, be kept confidential by Recipient, and Recipient shall (a) inform each of its affiliates, officers, directors, employees, attorneys, accountants and agents (the “Representatives”) receiving the Information of the confidential nature of the Information and of this Agreement, (b) direct its Representatives to treat the Information confidentially and (c) be fully liable for any Liabilities of any kind or nature incurred by or on behalf of the Certificate Administrator or Depositor arising out of, or as a result of, any improper use or disclosure of the Information directly or indirectly through or as a result of Recipient or any of its officers, directors or employees. Subject to the foregoing sentence, the Recipient may make the Information available to those of its Representatives assisting it in evaluating an investment in the Certificates held by or proposed to be made by the Recipient or an account on behalf of which it acts or for such other purpose contemplated by the Pooling and Servicing Agreement. “Liabilities” shall mean any and all claims, causes of action, demands, liabilities, damages, costs and expenses of any kind or nature (including, without limitation, all reasonable attorneys’ fees and costs before and at trial and at all appellate levels, as the case may be).

AC-1

3. Public Information and Legal Disclosure. The confidentiality provisions of this Agreement will not apply to such portions of the Information that (a) are or become generally available to the public through no action by Recipient or its Representatives, or (b) are or become available to Recipient on a non-confidential basis from a source, other than the Certificate Administrator, that Recipient reasonably believes is not prohibited from disclosing such portions to Recipient by a contractual, legal or fiduciary obligation, or (c) are or become available pursuant to and in accordance with the Pooling and Servicing Agreement (and subject to any confidentiality or other obligations with respect to such Information as may be contained in the Pooling and Servicing Agreement), or (d) are required to be disclosed by Recipient or its outside counsel under compulsion of law (whether by oral question, interrogatory, subpoena, civil investigative demand or otherwise) or by order or request of any court or government or regulatory body to whose supervisory authority Recipient is subject.

4. Representations and Warranties; Release from Liability. Recipient acknowledges that none of the Certificate Administrator, the Depositor or any of their affiliates makes any representation or warranty as to the accuracy or completeness of the Information. Recipient agrees that none of the Certificate Administrator, the Depositor or any of their Representatives shall have any liability to Recipient or to any of its Representatives relating to or resulting from use of the Information. In furtherance of the foregoing, Recipient hereby releases the Certificate Administrator, the Depositor and their Representative from any and all liabilities to Recipient and its Representatives relating to or resulting from use of the Information by Recipient, regardless of when such liabilities may arise expect to the extent aforesaid in the paragraph.

5. Defined Terms. Capitalized terms used but not otherwise defined in this Agreement will have the respective meanings assigned to such terms in the Pooling and Servicing Agreement.

IN WITNESS WHEREOF, Recipient has caused this Agreement to be executed by its representative thereunto duly authorized as of the day and year first above written.

	[RECIPIENT]

	By:
		Name:
		Title:

AC-2

EXHIBIT AD

FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE CERTIFICATES

FOR THE CLASS EC CERTIFICATES

[Date]

Deutsche Bank Trust Company Americas

1761 East St. Andrew Place

Santa Ana, California 92705

Attention: Trust Administration-UB13C5

Re:

UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5

Ladies and Gentlemen:

Pursuant to the terms of the Pooling and Servicing Agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), entered into by UBS Commercial Mortgage Securitization Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as operating advisor, and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, paying agent and custodian, we hereby give notice of our intent to present and surrender the [Exchangeable Certificates specified on Schedule I attached hereto] [Class EC Certificates specified on Schedule I attached hereto] and all of our right, title and interest in and to such [Exchangeable Certificates][Class EC Certificates], including all payments of interest thereon received after [_____________], in exchange for the [Class EC Certificates specified on Schedule I attached hereto][Exchangeable Certificates specified on Schedule I attached hereto]. We propose an Exchange Date of [______].

We agree that upon such exchange, our interests in the portions of the [Exchangeable Certificates][Class EC Certificates] designated for exchange shall be cancelled and replaced by the [Class EC Certificates][Exchangeable Certificates] issued in exchange therefor. We confirm that no such exchange will be effected until we pay a fee to the Certificate Administrator in an amount equal to $5,000 (together with any other expenses related to such exchange (including fees charged by DTC, if applicable)).

[[If Applicable] Our Depository participant number is [________].]

Capitalized terms used in this notice but not defined herein have the meanings assigned to them in the Pooling and Servicing Agreement.

AD-1

	Sincerely,

	By:
		Name:
		Title:

AD-2

SCHEDULE I

CERTIFICATES TO BE EXCHANGED

Certificates to be exchanged	CUSIP (of Certificates to be exchanged)	Outstanding Principal Balance of the Initial Certificate Balance of Certificates to be exchanged	Certificates to be received	CUSIP (of Certificates to be received)

The Exchangeable Certificates and Class EC Certificates may be exchanged only in the Exchange Proportion designated in the Pooling and Servicing Agreement.

AD-1

SCHEDULE I

DIRECTING HOLDERS

Mortgage Loan	Directing Certificateholder
All Mortgage Loans	Eightfold Real Estate Capital Fund II, L.P.

Sch. I-1

SCHEDULE II

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

The assessment of compliance to be delivered shall address, at a minimum, the criteria identified below as “Relevant Servicing Criteria” (with each Servicing Function Participant deemed to be responsible for the items applicable to the functions it is performing and for which the party that retained such Servicing Function Participant is responsible):

	Relevant Servicing Criteria	Applicable Party(ies)
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Cert. Admin. Master Servicer Special Servicer
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer Special Servicer Custodian
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Master Servicer Special Servicer
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert. Admin.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee (as applicable) Master Servicer Special Servicer
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Cert. Admin. Master Servicer Special Servicer

Sch. II-1

		Relevant Servicing Criteria	Applicable Party(ies)
Reference		Criteria

1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Reporting Servicer.	Cert. Admin. Operating Adv.1
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Cert. Admin.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Certificate Administrator’s investor records, or such other number of days specified in the transaction agreements.	Cert. Admin.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert. Admin.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian Master Servicer Special Servicer
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	Custodian
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer Special Servicer

1 Clauses (C) and (D) are not applicable.

Sch. II-2

		Relevant Servicing Criteria	Applicable Party(ies)
Reference		Criteria

1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer Special Servicer
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer Operating Adv.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer Special Servicer
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer

Sch. II-3

		Relevant Servicing Criteria	Applicable Party(ies)
Reference		Criteria

1122(d)(4)(xv)

Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

N/A

At all times that the Master Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.

Sch. II-4

SCHEDULE III

[RESERVED]

SCH. III-1

SCHEDULE IV

ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this UBS 2013-C5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 10-D	Party Responsible
Item 1: Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement	● Each Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans) ● Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans) ● Depositor ● Certificate Administrator
Item 2: Legal Proceedings: Item 1117 of Regulation AB (to the extent material to Certificateholders)	● Master Servicer (as to itself) ● Special Servicer (as to itself) ● Each Sub-Servicer contemplated by 1108(a)(3) (to be provided by Master Servicer/Special Servicer/Certificate Administrator, as applicable, engaging such Sub-Servicer (using commercially reasonable efforts in the case of a Mortgage Loan Seller Sub-Servicer)) ● Trustee (as to itself) ● Certificate Administrator (as to itself) ● Depositor (as to itself) ● Any other Reporting Servicer (as to itself) ● Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust ● Each Mortgage Loan Seller (to be provided by such

Sch. IV-1

	Mortgage Loan Seller) ● Originators under Item 1110(b) of Regulation AB (to be provided by the related Mortgage Loan Seller) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Mortgage Loan Sellers)
Item 3: Sale of Securities and Use of Proceeds	● Depositor
Item 4: Defaults Upon Senior Securities	● Certificate Administrator ● Trustee
Item 5: Submission of Matters to a Vote of Security Holders	● Certificate Administrator
Item 6: Significant Obligors of Pool Assets	● Master Servicer
Item 7: Significant Enhancement Provider Information	● N/A
Item 8: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	● Any party responsible for disclosure items on Form 8-K to the extent of such items
Item 9: Exhibits	● Depositor (exhibits required by Item 601 of Regulation S-K, such as material agreements) ● Certificate Administrator (Monthly Statement to Certificateholders)

Sch. IV-2

SCHEDULE V

ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this UBS 2013-C5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 10-K	Party Responsible
Item 1B: Unresolved Staff Comments	● Depositor
Item 9B: Other Information (information required to be disclosed on Form 8-K that was not properly disclosed)	● Any party responsible for disclosure items on Form 8-K to the extent of such items
Item 15: Exhibits, Financial Statement Schedules	● Certificate Administrator ● Depositor

Sch. V-1

Additional Item:

Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)

● Master Servicer (as to itself)

● Special Servicer (as to itself)

● Each Sub-Servicer contemplated by 1108(a)(3) (to be provided by Master Servicer/Special Servicer/Certificate Administrator, as applicable, engaging such Sub-Servicer (using commercially reasonable efforts in the case of a Mortgage Loan Seller Sub-Servicer)

● Certificate Administrator (as to itself)

● Trustee (as to itself)

● Depositor (as to itself)

● Operating Advisor (as to itself)

● Any other Reporting Servicer (as to itself)

● Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

● Each Mortgage Loan Seller (to be provided by such Mortgage Loan Seller)

● Originators under Item 1110(b) of Regulation AB (to be provided by the related Mortgage Loan Seller)

● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Mortgage Loan Sellers)

Sch. V-2

Additional Item: Disclosure per Item 1119 of Regulation AB	● Master Servicer (as to itself and its affiliates) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Special Servicer, any Significant Obligor or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Special Servicer (as to itself and its affiliates) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Master Servicer, any Significant Obligor or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Certificate Administrator (as to itself and its affiliates) (to the extent material to Certificateholders and as to affiliations under Item 1119(a) with the Trustee, Master Servicer, any Special Servicer, any Significant Obligor, any Underwriter or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Trustee (as to itself) (to the extent material to Certificateholders and as to affiliations under Item 1119 with the Certificate Administrator, Master Servicer, any Special Servicer, any Significant Obligor, any Underwriter or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Depositor (as to itself and the Trust) ● Each Mortgage Loan Seller (to be provided by such Mortgage Loan Seller) (as to itself) ● Operating Advisor (as to itself) ● Originators under Item 1110 of Regulation AB (to be provided by the related Mortgage Loan Seller) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Mortgage Loan Sellers)
Additional Item: Disclosure per Item 1112(b) of Regulation AB	Master Servicer
Additional Item: Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	N/A
Items 1122 and 1123 of Regulation AB	Applicable Parties

Sch. V-3

SCHEDULE VI

FORM 8-K DISCLOSURE INFORMATION

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this UBS 2013-C5 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

Item on Form 8-K	Party Responsible
Item 1.01- Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	● Trustee/Certificate Administrator/Master Servicer/Depositor/ Special Servicer as to the Trust/Sub-Servicers (contemplated by Item 1108(a)(3) of Regulation AB) (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
Item 1.02- Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party. Examples: servicing agreement, custodial agreement.	● Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust/Sub-Servicers (contemplated by Item 1108(a)(3) of Regulation AB) (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
Item 1.03- Bankruptcy or Receivership	● Depositor ● Mortgage Loan Seller ● Master Servicer ● Special Servicer ● Sub-Servicer contemplated by Item 1108(a)(3) of Regulation AB (to be reported by party engaging such Sub-Servicer (using commercially reasonable efforts in the case of a Mortgage Loan Seller Sub-

Sch. VI-1

Item on Form 8-K

Party Responsible

	Servicer)) ● Trustee ● Certificate Administrator ● Significant Obligor (to be reported by Master Servicer for non-Specially Serviced Loans and by the Special Servicer for Specially Serviced Loans (using commercially reasonable efforts in the case of a Significant Obligor that is sub-serviced by a Mortgage Loan Seller Sub-Servicer)) ● Other material party contemplated by Item 1101(d)(1) of Regulation AB (to be reported by Mortgage Loan Seller) In each case, with respect to bankruptcy or receivership of such entity.
Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	● Depositor ● Certificate Administrator
Item 3.03- Material Modification to Rights of Security Holders Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	● Certificate Administrator
Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”.	● Depositor/Trustee
Item 6.01- ABS Informational and Computational Material	● Depositor
Item 6.02- Change of Servicer or Trustee Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	● Master Servicer (as to itself or as to a servicer retained by it) ● Special Servicer (as to itself or as to a servicer retained by it) ● Certificate Administrator (as to itself or as to any entity retained by it) ● Trustee ● Depositor
Reg AB disclosure about any new servicer or master servicer is also required.	● successor/new Master Servicer/successor/new Special Servicer/successor/new Certificate Administrator; Master Servicer/Special Servicer/Certificate Administrator (as to any servicer or entity retained by such party, as applicable )

Sch. VI-2

Item on Form 8-K

Party Responsible

Reg AB disclosure about any new Trustee is also required.	● successor/new Trustee
Reg AB disclosure about any new Certificate Administrator is also required.	● successor/new Certificate Administrator
Item 6.03- Change in Credit Enhancement or External Support	N/A
Item 6.04- Failure to Make a Required Distribution	● Certificate Administrator
Item 6.05- Securities Act Updating Disclosure If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool. If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	● Depositor
Item 7.01- Regulation FD Disclosure	● Depositor
Item 8.01 – Other Events Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	● Master Servicer/Special Servicer/Certificate Administrator/Trustee/Sub-Servicer retained by any of the foregoing/Depositor
Item 9.01 – Financial Statements and Exhibits	● Responsible party for reporting/disclosing the financial statement or exhibit

Sch. VI-3

		Page

ARTICLE I

DEFINITIONS
Section 1.01	Defined Terms	3
Section 1.02	Certain Calculations	86
Section 1.03	Certain Constructions	90
Section 1.04	General Interpretive Principles	91

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	91
Section 2.02	Acceptance by Custodian and the Trustee	99
Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	101
Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	109
Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	115
Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions	116

ARTICLE III

ADMINISTRATION AND SERVICING
OF THE TRUST FUND
Section 3.01	The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Companion Loans	117
Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	121
Section 3.03	Collection of Mortgage Loan and Companion Loan Payments	122
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	122
Section 3.05	Collection Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account; and Loan Combination Collection Account	125

Section 3.06	Permitted Withdrawals from the Collection Accounts, the Loan Combination Collection Accounts and the Distribution Accounts; Trust Ledger	132
Section 3.07	Investment of Funds in the Collection Accounts, the Loan Combination Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	151
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	153
Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	158
Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loans	163
Section 3.11	Trustee to Cooperate; Release of Mortgage Files	169
Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	170
Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	176
Section 3.14	Access to Certain Documentation	181
Section 3.15	Title and Management of REO Properties and REO Accounts	188
Section 3.16	Sale of Specially Serviced Loans and REO Properties	192
Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	196
Section 3.18	Authenticating Agent	198
Section 3.19	Appointment of Custodians	199
Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	199
Section 3.21	Property Advances	199
Section 3.22	Appointment and Replacement of Special Servicer	203
Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	206
Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	211
Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	212
Section 3.26	Modification, Waiver, Amendment and Consents	213
Section 3.27	Certain Intercreditor Matters Relating to the Loan Combinations	218
Section 3.28	Directing Holder and Operating Advisor Contact with the Master Servicer and the Special Servicer	221
Section 3.29	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing Holder	221
Section 3.30	No Downgrade Confirmation	223
Section 3.31	Appointment and Duties of the Operating Advisor	225

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS
Section 4.01	Distributions	229
Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	238
Section 4.03	Compliance with Withholding Requirements	248
Section 4.04	REMIC Compliance	248
Section 4.05	Imposition of Tax on the Trust Fund	250
Section 4.06	Remittances	252
Section 4.07	P&I Advances	252
Section 4.08	Appraisal Reductions	256
Section 4.09	Grantor Trust Reporting	257

ARTICLE V

THE CERTIFICATES
Section 5.01	The Certificates	258
Section 5.02	Registration, Transfer and Exchange of Certificates	262
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	272
Section 5.04	Appointment of Paying Agent	273
Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	273
Section 5.06	Actions of Certificateholders	274
Section 5.07	Rule 144A Information	274
Section 5.08	Exchangeable Certificates and the Class EC Certificates	275

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE
DIRECTING HOLDER AND THE OPERATING ADVISOR
Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	277
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor	277
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	278
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer and the Special Servicer	280
Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special Servicer	281
Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	282
Section 6.07	The Directing Holder	283

ARTICLE VII

DEFAULT
Section 7.01	Servicer Termination Events	286
Section 7.02	Trustee to Act; Appointment of Successor	294
Section 7.03	Notification to Certificateholders and Other Persons	296
Section 7.04	Other Remedies of Trustee	297
Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	297
Section 7.06	Trustee as Maker of Advances	297
Section 7.07	Termination of the Operating Advisor	298

ARTICLE VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR
Section 8.01	Duties of Trustee and Certificate Administrator	301
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	303
Section 8.03	Trustee Not Liable for Certificates or Mortgage Loans	306
Section 8.04	Trustee and Certificate Administrator May Own Certificates	307
Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	308
Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	311
Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	312
Section 8.08	Successor Trustee and Certificate Administrator	313
Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	314
Section 8.10	Appointment of Co-Trustee or Separate Trustee	314

ARTICLE IX

TERMINATION
Section 9.01	Termination	316

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
Section 10.01	Intent of the Parties; Reasonableness	321
Section 10.02	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	322
Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	323
Section 10.04	Information to be Provided by the Trustee	323
Section 10.05	Filing Obligations	324

Section 10.06	Form 10-D Filings	326
Section 10.07	Form 10-K Filings	328
Section 10.08	Sarbanes-Oxley Certification	331
Section 10.09	Form 8-K Filings	332
Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	334
Section 10.11	Annual Compliance Statements	335
Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	336
Section 10.13	Annual Independent Public Accountants’ Servicing Report	338
Section 10.14	Exchange Act Reporting Indemnification	339
Section 10.15	Amendments	341
Section 10.16	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	341
Section 10.17	Subcontractors; Servicing Function Participants	343
Section 10.18	Termination of the Certificate Administrator	344
Section 10.19	Termination of the Master Servicer or the Special Servicer	345

ARTICLE XI

MISCELLANEOUS PROVISIONS
Section 11.01	Counterparts	345
Section 11.02	Limitation on Rights of Certificateholders	345
Section 11.03	Governing Law	346
Section 11.04	Waiver of Jury Trial; Consent to Jurisdiction	346
Section 11.05	Notices	347
Section 11.06	Severability of Provisions	355
Section 11.07	Notice to the Depositor and Each Rating Agency	355
Section 11.08	Amendment	357
Section 11.09	Confirmation of Intent	360
Section 11.10	No Intended Third-Party Beneficiaries	361
Section 11.11	Entire Agreement	361
Section 11.12	Third Party Beneficiaries	362
Section 11.13	Precautionary Trust Indenture Act Provisions	362

Exhibit A-1	Form of Class A-1 Certificate
Exhibit A-2	Form of Class A-2 Certificate
Exhibit A-3	Form of Class A-3 Certificate
Exhibit A-4	Form of Class A-4 Certificate
Exhibit A-5	Form of Class A-AB Certificate
Exhibit A-6	Form of Class A-S Certificate
Exhibit A-7	Form of Class B Certificate
Exhibit A-8	Form of Class C Certificate
Exhibit A-9	Form of Class D Certificate
Exhibit A-10	Form of Class E Certificate

Exhibit A-11	Form of Class F Certificate
Exhibit A-12	Form of Class G Certificate
Exhibit A-13	Form of Class X-A Certificate
Exhibit A-14	Form of Class X-B Certificate
Exhibit A-15	Form of Class R Certificate
Exhibit A-16	Form of Class LR Certificate
Exhibit A-17	Form of Class V Certificate
Exhibit A-18	Form of Class EC Certificate
Exhibit B	Mortgage Loan Schedule
Exhibit C-1	Form of Transferee Affidavit
Exhibit C-2	Form of Transferor Letter
Exhibit D-1	Form of Investment Representation Letter
Exhibit D-2	Form of ERISA Representation Letter
Exhibit E	Form of Request for Release
Exhibit F	Securities Legend
Exhibit G	Form of Regulation S Transfer Certificate
Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate
Exhibit K	Form of Distribution Date Statement
Exhibit L-1	Form of Investor Certification
Exhibit L-2	Form of Online Vendor Certification
Exhibit L-3	Form of Companion Loan Noteholder Certification
Exhibit M	Form of Notification from Custodian
Exhibit N-1	Form of Closing Date Custodian Certification
Exhibit N-2	Form of Post-Closing Custodian Certification
Exhibit O	Form of Trustee Back-up Certification
Exhibit P	Form of Custodian Back-up Certification
Exhibit Q	Form of Certificate Administrator Back-up Certification
Exhibit R	Form of Master Servicer Back-up Certification
Exhibit S	Form of Special Servicer Back-up Certification
Exhibit T	Mortgage Loan Seller Sub-Servicers
Exhibit U	Mortgage Loans with Earnout/Holdback Provisions
Exhibit V	Form of NRSRO Certification
Exhibit W-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit W-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit X	Form of Operating Advisor Annual Report
Exhibit Y	Form of Sarbanes-Oxley Certification
Exhibit Z	Additional Disclosure Notification
Exhibit AA	Form of Sub-Servicer Back-up Certification
Exhibit AB	Form of Operating Advisor Back-up Certification
Exhibit AC	Form of Confidentiality Agreement

Exhibit AD	Form of Notice of Exchange of Exchangeable Certificates for Class EC Certificates

TABLE OF SCHEDULES

Schedule I	Directing Holders
Schedule II	Servicing Criteria to be Addressed in Assessment of Compliance
Schedule III	[RESERVED]
Schedule IV	Additional Form 10-D Disclosure
Schedule V	Additional Form 10-K Disclosure
Schedule VI	Form 8-K Disclosure Information

Corresponding Certificates	Initial Certificate Balance or Notional Amount	Corresponding Lower-Tier Regular Interests(1)	Initial Lower-Tier Principal Balance	Corresponding Class X Components(1)
Class A-1	$82,500,000	LA-1	$82,500,000	XA-1
Class A-2	$17,000,000	LA-2	$17,000,000	XA-2
Class A-3	$200,000,000	LA-3	$200,000,000	XA-3
Class A-4	$629,529,000	LA-4	$629,529,000	XA-4
Class A-AB	$110,500,000	LA-AB	$110,500,000	XA-AB
Class A-S	$120,660,000	LA-S	$120,660,000	XA-S
Class X-A	$1,160,189,000	N/A	$1,160,189,000	N/A
Class X-B	$96,528,000	N/A	$96,528,000	N/A
Class B	$96,528,000	LB	$96,528,000	XB
Class C	$57,545,000	LC	$57,545,000	N/A
Class D	$70,540,000	LD	$70,540,000	N/A
Class E	$27,844,000	LE	$27,844,000	N/A
Class F	$27,845,000	LF	$27,845,000	N/A
Class G	$44,551,824	LG	$44,551,824	N/A

Exchange Proportion
Class A-S: 43.9190049975795%	Class EC: 100%
Class B: 35.1352039980636%
Class C: 20.9457910043569%

Class Designation	Minimum Denomination	Aggregate Denomination of all Certificates of Class
Class A-1	$ 10,000	$ 82,500,000
Class A-2	$ 10,000	$ 17,000,000
Class A-3	$ 10,000	$ 200,000,000
Class A-4	$ 10,000	$ 629,529,000
Class A-AB	$ 10,000	$ 110,500,000
Class A-S	$ 25,000	$ 120,660,000
Class X-A	$1,000,000	$1,160,189,000
Class X-B	$1,000,000	$ 96,528,000
Class B	$ 25,000	$ 96,528,000
Class EC	$ (1)	$ 274,733,000
Class C	$ 25,000	$ 57,545,000
Class D	$ 25,000	$ 70,540,000
Class E	$ 25,000	$ 27,844,000
Class F	$ 25,000	$ 27,845,000
Class G	$ 25,000	$ 44,551,824

	UBS COMMERCIAL MORTGAGE SECURITIZATION CORP., as Depositor

	By:	/s/ Jackson Sastri
		Name: Jackson Sastri
		Title: Director


	By:	/s/ Nicholas Galeone
		Name: Nicholas Galeone
		Title: Executive Director

	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer

	By:	/s/ Bradley J. Hauger
		Name: Bradley J. Hauger
		Title: Senior Vice President

	SITUS HOLDINGS, LLC, as Operating Advisor

	By:	/s/ George Wisniewski
		Name: George Wisniewski
		Title: Senior Managing Director

	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Certificate Administrator, Paying Agent and Custodian

	By:	/s/ Jennifer Van Dyne
		Name: Jennifer Van Dyne
		Title: Associate

	By:	/s/ Melissa Rossiter
		Name: Melissa Rossiter
		Title: Vice President

	/s/ Racquel A.C. Small
	Signature and Office of individual taking acknowledgment
	RACQUEL A.C. SMALL Notary Public, State of New York No. 01SM6013703 Qualified in Kings County Commission Expires September 28, 2014