UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.,

Exhibit 4

Depositor,

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

Master Servicer,

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

Special Servicer,

SITUS HOLDINGS, LLC,

Operating Advisor

and

DEUTSCHE BANK TRUST COMPANY AMERICAS,

Trustee, Certificate Administrator, Paying Agent and Custodian,

POOLING AND SERVICING AGREEMENT

Dated as of February 1, 2013

UBS-Barclays Commercial Mortgage Trust 2013-C5,

Commercial Mortgage Pass-Through Certificates, Series 2013-C5

TABLE OF CONTENTS

		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	Xxxxxxxx-Xxxxx 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

TABLE OF EXHIBITS

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 Xxxxxxxx-Xxxxx 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

Pooling and Servicing Agreement, dated as of February 1, 2013, among UBS COMMERCIAL MORTGAGE SECURITIZATION CORP., as Depositor, MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Master Servicer and as Special Servicer, SITUS HOLDINGS, LLC, as Operating Advisor, and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Certificate Administrator, Paying Agent and Custodian.

PRELIMINARY STATEMENT:

(Terms used but not defined in this Preliminary Statement shall have

the meanings specified in Article I hereof)

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans.

The Lower-Tier REMIC will hold the Mortgage Loans (exclusive of Excess Interest) and certain other related assets subject to this Agreement, and will issue (i) the Lower-Tier Regular Interests, which are set forth in the table below, as classes of regular interests in the Lower-Tier REMIC, and (ii) the Class LR Certificates, which are designated as the sole class of residual interests in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (i) the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates, which are designated as classes of regular interests in the Upper-Tier REMIC, and (ii) the Class R Certificates, which are designated as the sole class of residual interests in the Upper-Tier REMIC.

The portions of the Trust Fund consisting of (i) the Exchangeable Certificates that have been exchanged for the Class EC Certificates and the Class EC Exchangeable Account, and (ii) the Excess Interest and proceeds thereof in the Class V Distribution Account, shall be treated as a grantor trust under subpart E, part I of subchapter J of the Code (the “Grantor Trust”) for federal income tax purposes. For federal income tax purposes, the Class EC Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Exchangeable Certificates that have been exchanged for Class EC Certificates and the Class EC Exchangeable Account. For federal income tax purposes, the Class V Certificates shall represent undivided beneficial interests in the portion of the Grantor Trust consisting of the Excess Interest and proceeds thereof in the Class V Distribution Account.

As provided herein, the Certificate Administrator shall not take any actions to cause the portion of the Trust Fund consisting of the Grantor Trust to fail to maintain its status as a “grantor trust” under federal income tax law.

The following table sets forth the Class designation and the initial Certificate Balance or, if so indicated by footnote, the initial Notional Amount of each Class of Regular Certificates (the “Corresponding Certificates”), the corresponding Lower-Tier Regular Interest

(the “Corresponding Lower-Tier Regular Interest”) and the corresponding component of the Class X Certificates (the “Corresponding Class X Component”) for each Class of Sequential Pay Certificates and the initial Lower-Tier Principal Balance of each Lower-Tier Regular Interest.

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

(1)

The Lower-Tier Regular Interest and the Class X Component of the Class X-A or Class X-B Certificates that correspond to any particular Class of Sequential Pay Certificates also correspond to each other and, accordingly, constitute the (i) “Corresponding Lower-Tier Regular Interest” and (ii) “Corresponding Class X Component,” respectively, with respect to each other. The Class X Component Notional Amount for each Class X Component of the Class X-A or Class X-B Certificates shall at all times equal the then Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest with respect to such Class X Component.

(2)	Notional Amount.

Each Class of Sequential Pay Certificates shall constitute the “Corresponding Certificates” with respect to each of the Lower-Tier Regular Interest and the Class X Component of the Class X-A or Class X-B Certificates that are listed in the table above as the “Corresponding Lower-Tier Regular Interest” and the “Corresponding Class X Component”, respectively, for such Class of Sequential Pay Certificates.

The Class EC Certificates are not represented in the table above. The Class EC Certificates will not have their own Certificate Balance separate and apart from the Certificate Balance of the Exchangeable Certificates exchanged for such Class EC Certificates, if any, and will only receive distributions of principal and interest that are otherwise distributable to the Exchangeable Certificates exchanged for such Class EC Certificates. The maximum principal balance of the Class EC Certificates that could be issued in one or more exchanges of Exchangeable Certificates for Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Exchangeable Certificates.

The Class X-A, Class X-B, Class R, Class LR and Class V Certificates do not have Certificate Balances. Additionally, the Class V, Class R and Class LR Certificates do not have Notional Balances. The Certificate Balance of any Class of Sequential Pay Certificates outstanding at any time represents the maximum amount that holders thereof are then entitled to receive as distributions allocable to principal from the cash flow on the Mortgage Loans and the other assets in the Trust Fund; provided, however, that in the event that amounts previously

-2-

allocated as Realized Losses to a Class of Certificates in reduction of the Certificate Balance thereof are subsequently recovered (including without limitation after the reduction of the Certificate Balance of such Class to zero), such Class may receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01 of this Agreement.

The Mortgaged Property that secures the Mortgage Loan identified as Loan No. 1 on the Mortgage Loan Schedule (the “Santa Xxxxx Mall Mortgage Loan”) also secures, pursuant to the same Mortgage, one companion loan to the related Borrower (the “Santa Xxxxx Mall Pari Passu Companion Loan” or “Pari Passu Companion Loan” and, together with the Santa Xxxxx Mall Mortgage Loan, the “Santa Xxxxx Mall Pari Passu Loan Combination” or “Pari Passu Loan Combination”) that is pari passu in right of payment with the Santa Xxxxx Mall Mortgage Loan. The Santa Xxxxx Mall Pari Passu Loan Combination will be serviced pursuant to this Agreement and the Santa Xxxxx Mall Co-Lender Agreement, as and to the extent provided herein and therein. Amounts attributable to the Santa Xxxxx Mall Pari Passu Companion Loan will not be assets of the Trust Fund or the Trust REMICs and will be beneficially owned by the Santa Xxxxx Mall Pari Passu Companion Loan Noteholders.

Notwithstanding anything to the contrary contained in this Agreement, the Santa Xxxxx Mall Pari Passu Companion Loan, along with any related income from such Companion Loan and any portion of any related REO Property, are not assets of the Lower-Tier REMIC or the Upper-Tier REMIC.

As of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $1,485,042,824.

In consideration of the mutual agreements herein contained, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator and the other parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Defined Terms.

Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.

“10-K Filing Deadline”: As defined in Section 10.07.

“15Ga-1 Notice”: As defined in Section 2.03(d) of this Agreement.

“15Ga-1 Notice Provider”: As defined in Section 2.03(d) of this Agreement.

“17g-5 Information Provider”: The Certificate Administrator.

“17g-5 Information Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at xxxxx://xxx.xxx.xx.xxx/xxxxxxxxxxxx, under the “NRSRO”

-3-

tab of the respective transaction, access to which is limited to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.

“30/360 Basis”: The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.

“Acceptable Insurance Default”: With respect to any Mortgage Loan or Loan Combination, any Default arising when the related Loan Documents require that the related Borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with the Servicing Standard and, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly insured against by for properties similar to the Mortgaged Property and located in or around the geographic region in which such Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (ii) such insurance is not available at any rate; provided, however, that the Directing Holder will not have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further, that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult with the Directing Holder, the Special Servicer will not be required to do so. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant.

“Actual/360 Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days.

“Actual/360 Mortgage Loans”: The Mortgage Loans indicated as such in the Mortgage Loan Schedule and any related Companion Loan.

“Additional Form 10-D Disclosure”: As defined in Section 10.06.

“Additional Form 10-K Disclosure”: As defined in Section 10.07.

“Additional Servicer”: Each Affiliate of the Master Servicer, the Special Servicer, the Mortgage Loan Sellers, the Depositor or the Underwriters (other than an Affiliate of any such party acting in the capacity of a Mortgage Loan Seller Sub-Servicer), that Services any of the Mortgage Loans, and each Person, other than the Special Servicer, who is not an Affiliate of any of the Master Servicer, the Mortgage Loan Sellers, the Depositor or the Underwriters, who Services 10% or more of the Mortgage Loans (based on their Stated Principal Balance).

“Additional Trust Fund Expense”: Any expense incurred with respect to the Trust Fund that results or, upon payment by the Trust Fund, would result in a Realized Loss or in the Holders of Regular Certificates incurring a Class Interest Shortfall for any Distribution Date.

“Administrative Fee Rate”: For each Mortgage Loan is the percentage rate per annum set forth in Annex A-1 of the Prospectus Supplement for such Mortgage Loan that is

-4-

payable in respect of the administration of such Mortgage Loan (which includes the applicable Servicing Fee Rate, the Trustee/Certificate Administrator Fee Rate and the Operating Advisor Fee Rate).

“Advance”: Any P&I Advance or Property Advance.

“Advance Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances and Property Advances for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance was made to the date of reimbursement of the related Advance, less any amount of interest previously paid on such Advance; provided that if, during any Collection Period, the related Borrower makes payment of an amount in respect of which an Advance was made with interest at the Default Rate, the Advance Interest Amount payable to the Master Servicer or the Trustee with respect to such Collection Period shall be paid first, from the amount of Default Interest on the related Mortgage Loan actually paid by such Borrower, second, from late payment fees on the related Mortgage Loan actually paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from the amounts described in first or second, from other amounts on deposit in the Collection Account. In this definition, “Mortgage Loan”, solely with respect to Property Advances, shall also refer to the related Loan Combination.

“Advance Rate”: A per annum rate equal to the Prime Rate. Interest at the Advance Rate will accrue from (and including) the date on which the related Advance is made to (but excluding) the date on which such Advance is reimbursed or the first Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made, provided that in the case of a Nonrecoverable Advance, such interest at the Advance Rate will continue to accrue to the extent funds are not available in the Collection Account for the reimbursement of such Advance. Notwithstanding the foregoing, with respect to any Mortgage Loan that has a grace period that expires after the Determination Date, such interest shall not begin to accrue until the day succeeding the expiration date of such grace period.

“Adverse REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger the status of either Trust REMIC as a REMIC or (ii) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”).

“Affiliate”: With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing. The Trustee and the Certificate Administrator may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer, the Operating Advisor or the Depositor to determine whether any Person is an Affiliate of such party.

-5-

“Affiliated Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an affiliate, as defined in Rule 405 under the Securities Act, of such Person.

“Agent Member”: Members of, or Depository Participants in, the Depository.

“Agreement”: This Pooling and Servicing Agreement and all amendments hereof and supplements hereto.

“Allocated Loan Amount”: With respect to each Mortgaged Property, the portion of the principal amount of the related Mortgage Loan allocated to such Mortgaged Property in the applicable Mortgage, the applicable Loan Agreement or the Mortgage Loan Schedule.

“AMC”: Archetype Mortgage Capital LLC, and its successors in interest.

“AMC Guaranty”: The letter agreement, dated February 28, 2013, by AMC, for the benefit of the Depositor.

“AMF”: Archetype Mortgage Funding II LLC, and its successors in interest.

“AMF Indemnification Agreement”: The Indemnification Agreement, dated February 15, 2013, among the Depositor, AMF and the Principals.

“AMF Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the AMF Purchase Agreement.

“AMF Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated and effective February 28, 2013, between AMF and the Depositor.

“Anticipated Repayment Date”: With respect to the Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.

“Anticipated Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c) of this Agreement.

“Applicable Law”: As defined in Section 8.02(f) of this Agreement.

“Applicable Procedures”: As defined in Section 5.02(c)(ii)(A) of this Agreement.

“Applicable State and Local Tax Law”: For purposes hereof, the Applicable State and Local Tax Law shall be (a) the tax laws of the State of California and New York and (b) such state or local tax laws whose applicability shall have been brought to the attention of the Certificate Administrator by either (i) an opinion of counsel delivered to it or (ii) written notice from the appropriate taxing authority as to the applicability of such state or local tax laws.

“Appraisal”: An appraisal prepared by an Independent MAI appraiser with at least five years’ experience in properties of like kind and in the same area.

-6-

“Appraisal Reduction Amount”: For any Distribution Date and for any Mortgage Loan (including an REO Loan) as to which an Appraisal Reduction Event has occurred, an amount calculated by the Special Servicer (and in consultation with the Directing Holder (if no Consultation Termination Event has occurred and is continuing)) and, if a Control Termination Event has occurred and is continuing, in consultation with the Operating Advisor, by the first Determination Date following the date the Special Servicer receives the required Appraisal or performs the required Small Loan Appraisal Estimate and receives such information, if any, reasonably requested by the Special Servicer from the Master Servicer reasonably required to calculate or recalculate the Appraisal Reduction Amount (and thereafter by the first Determination Date following any change in the amounts set forth in the following equation) equal to the excess, if any, of (a) the Stated Principal Balance of such Mortgage Loan over (b) the excess, if any, of (i) the sum of (A) 90% of the sum of the appraised values (net of any prior mortgage liens) of the related Mortgaged Properties securing such Mortgage Loan as determined by Updated Appraisals obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as a Property Advance) minus any downward adjustments the Special Servicer deems appropriate in accordance with the Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate (or, in the case of Mortgage Loans having a Stated Principal Balance under $2,000,000, 90% of the sum of the Small Loan Appraisal Estimates of the related Mortgaged Properties (as described below)), plus (B) all escrows and reserves (other than escrows and reserves for taxes and insurance), plus (C) all unapplied insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan (whether paid or then payable by any insurance company or government authority), over (ii) the sum of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest on such Mortgage Loan at a per annum rate equal to the Mortgage Rate, (B) all unreimbursed Property Advances and the principal portion of all xxxxxxxxxxxx X&X Advances, and all unpaid interest on Advances at the Advance Rate, in respect of such Mortgage Loan, (C) any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan, (D) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows or reserves therefor) and all other amounts due and unpaid with respect to such Mortgage Loan (which taxes, premiums (net of any escrows or reserves therefor) and other amounts have not been the subject of an Advance by the Master Servicer or the Trustee, as applicable), and (E) all other amounts due and unpaid with respect to such Mortgage Loan (other than principal) that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders, except for Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan following a default thereunder; the Master Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof using reasonable efforts to deliver such information within four Business Days of the Special Servicer’s reasonable written request. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify Appraisal Reduction Amounts; provided, however, without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate, as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the

-7-

related Mortgage Loan until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred to above is received and the Appraisal Reduction Amount is calculated. Notwithstanding the foregoing, within 60 days after the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event) (i) with respect to Mortgage Loans having a Stated Principal Balance of $2,000,000 or higher, the Special Servicer shall order and use reasonable efforts to obtain an Updated Appraisal or (ii) with respect to Mortgage Loans having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide a Small Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal Estimate shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for the subject Mortgage Loan; or (B) order and use reasonable efforts to obtain an Updated Appraisal. On the first Distribution Date occurring on or after the delivery of such Updated Appraisal or completion of such Small Loan Appraisal Estimate, as applicable, the Special Servicer shall adjust the Appraisal Reduction Amount to take into account such Updated Appraisal or Small Loan Appraisal Estimate, as applicable. Each Appraisal Reduction Amount shall also be adjusted to take into account any subsequent Small Loan Appraisal Estimate or Updated Appraisal, as applicable, and any annual letter updates, as of the date of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal or letter update, as applicable. With respect to each Mortgage Loan that is cross-collateralized with any other Mortgage Loan, the value of each Mortgaged Property that is security for each Mortgage Loan in such cross-collateralized group, as well as the outstanding amounts under each such Mortgage Loan shall be taken into account when calculating such Appraisal Reduction Amount.

Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction Amount related to a Mortgage Loan or the related REO Property will be reduced to zero as of the date the related Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, with respect to any Mortgage Loan as to which an Appraisal Reduction Event has occurred, such Mortgage Loan shall no longer be subject to the Appraisal Reduction Amount if (a) such Mortgage Loan has become a Corrected Mortgage Loan (if a Servicing Transfer Event had occurred with respect to the related Mortgage Loan) and (b) no other Appraisal Reduction Event has occurred and is continuing.

In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination. Each Loan Combination will be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the Mortgage Loan and the related Companion Loan. Any Appraisal Reduction Amount with respect to a Loan Combination shall be allocated to the Mortgage Loan and the related Companion Loan pursuant to the applicable Loan Combination Allocation.

“Appraisal Reduction Event”: With respect to any Mortgage Loan, the earliest to occur of (i) the date on which such Mortgage Loan becomes a Modified Mortgage Loan, (ii) the 90th day following the occurrence of any uncured Delinquency in Monthly Payments with respect to such Mortgage Loan, (iii) receipt of notice that the related Borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of a Mortgaged Property securing such Mortgage Loan or the 60th day after the related

-8-

Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of a Mortgaged Property securing such Mortgage Loan, (iv) the date on which the Mortgaged Property securing such Mortgage Loan becomes an REO Property and (v) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, if (a) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within 30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (only if no Consultation Termination Event has occurred and is continuing)), (b) the related Borrower continues to make its Assumed Scheduled Payment, (c) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan and (d) the Directing Holder (for so long as no Control Termination Event has occurred and is continuing) consents, an Appraisal Reduction Event will not occur pursuant to this clause (v) until 60 days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and provided, further, if the related Borrower has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (only if no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan), an Appraisal Reduction Event will not occur pursuant to this clause (v) until the earlier of (1) 120 days beyond the related Maturity Date (or extended maturity date) and (2) the termination of the refinancing commitment. The Special Servicer shall notify the Master Servicer promptly upon the occurrence of any of the foregoing events with respect to any Specially Serviced Loan. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“ARD Loan”: Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the borrower has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather than the Initial Rate.

“Asset Number”: With respect to any Mortgage Loan, the asset number by which such Mortgage Loan was identified on the books and records of the Depositor or any Sub-Servicer for the Depositor, as set forth in the Mortgage Loan Schedule.

“Asset Status Report”: As defined in Section 3.23(e) of this Agreement.

“Assignment of Leases, Rents and Profits”: With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar agreement executed by the Borrower, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter.

“Assignment of Mortgage”: With respect to any Mortgage, an assignment thereof, without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the related Mortgaged Property is located to reflect of record the sale of the Mortgage, which assignment, notice of transfer or equivalent

-9-

instrument may be in the form of one or more blanket assignments covering Mortgages encumbering Mortgaged Properties located in the same jurisdiction, if permitted by law and acceptable for recording.

“Assumed Scheduled Payment”: With respect to any Mortgage Loan that is delinquent in respect of its Balloon Payment (including any REO Loan as to which the Balloon Payment would have been past due), an amount equal to the sum of (a) the principal portion of the Monthly Payment that would have been due on such Mortgage Loan on the related Due Date based on the constant Monthly Payment that would have been due on such Mortgage Loan on the related Due Date based on the constant payment required by the related Note or the amortization or payment schedule thereof (as calculated with interest at the related Mortgage Rate) (if any), assuming such Balloon Payment had not become due, after giving effect to any prior modification, and (b) interest at the Mortgage Rate for such Mortgage Loan minus the applicable Servicing Fee Rate.

“Assumption Fees”: Any fees collected by the Master Servicer or the Special Servicer in connection with an assumption of a Mortgage Loan or a Loan Combination or related substitution of a Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the related Loan Documents or under the provisions of this Agreement).

“Authenticating Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18 of this Agreement.

“Available Funds”: For a Distribution Date, the sum of, without duplication, (i) all previously undistributed and unapplied Monthly Payments or other receipts on account of principal and interest on or in respect of the Mortgage Pool (including Unscheduled Payments and Net REO Proceeds, if any, transferred from an REO Account pursuant to Section 3.15(b) of this Agreement, but excluding any Excess Liquidation Proceeds) received by or on behalf of the Master Servicer in or prior to the Collection Period relating to such Distribution Date, (ii) all P&I Advances made by the Master Servicer or the Trustee, as applicable, in respect of the Mortgage Pool as of such Distribution Date, (iii) all other amounts received by the Master Servicer in the Collection Period relating to such Distribution Date and required to be placed in the Collection Account by the Master Servicer pursuant to Section 3.05 of this Agreement (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e) of this Agreement), (iv) without duplication, any late Monthly Payments on or in respect of the Mortgage Loans received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the P&I Advance Determination Date, (v) any Master Servicer Prepayment Interest Shortfall paid by the Master Servicer with respect to such Distribution Date and (vi) with respect to the Distribution Date in March of each calendar year (or February if the final Distribution Date occurs in such month), the Withheld Amounts deposited in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(e) of this Agreement during the immediately preceding January and/or February, as applicable; but excluding (without duplication) the following (in no order of priority):

(a) all amounts permitted to be used to reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable, for previously unreimbursed Advances and Workout-Delayed Reimbursement Amounts and interest thereon as described in Section 3.06 of this Agreement;

-10-

(b) all amounts permitted to be used to pay the Master Servicing Fees, the Trustee/Certificate Administrator Fees, the Operating Advisor Fees, Operating Advisor Consulting Fees, the Special Servicing Fees, fees for primary servicing functions, Net Payment Interest Excess, Net Default Interest, late payment fees (to the extent not applied to the reimbursement of Advance Interest Amounts and/or Additional Trust Fund Expenses as provided in Section 3.06 of this Agreement), Workout Fees and Liquidation Fees, together with any Assumption Fees, Modification Fees, loan service transaction fees, demand fees, beneficiary statement charges and similar fees on the Mortgage Loans that the Master Servicer or the Special Servicer is entitled to retain as Servicing Compensation or Special Servicing Compensation, respectively, interest on Advances (to the extent provided herein), and reinvestment earnings on payments received with respect to the Mortgage Loans that the Master Servicer or the Special Servicer are entitled to receive as additional servicing compensation, in each case in respect of such Distribution Date;

(c) all amounts representing scheduled Monthly Payments on Mortgage Loans due after the end of the Collection Period relating to such Distribution Date;

(d) that portion of Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds with respect to a Mortgage Loan which represents any unpaid Servicing Fee, Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator Fee and the Operating Advisor Fee, to which the Master Servicer, the Special Servicer, any Sub-Servicer, the Certificate Administrator, the Trustee and/or the Operating Advisor are entitled;

(e) all amounts permitted to be used to pay any other fees and expenses, including indemnity amounts, reimbursable or payable to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator (in all of its capacities under this Agreement), the Operating Advisor or the Trustee (in all of its capacities under this Agreement) and other amounts permitted to be retained by the Master Servicer or withdrawn by the Master Servicer from the Collection Account to the extent expressly set forth in this Agreement (including, without limitation, as provided in Section 3.06 of this Agreement and including any indemnities provided for herein), including interest thereon as expressly provided in this Agreement;

(f) any interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which such funds may be invested;

(g) all amounts received with respect to each Mortgage Loan previously purchased, repurchased or replaced from the Trust Fund pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement or a Mortgage Loan Purchase Agreement during or prior to the related Collection Period and subsequent to the date as of which such Mortgage Loan was purchased, repurchased or replaced;

(h) the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;

-11-

(i) Yield Maintenance Charges with respect to the Mortgage Loans;

(j) with respect to the Distribution Date occurring in (A) January of each calendar year that is not a leap year (commencing with January 2014) and (B) February of each calendar year (commencing with February 2014), in each case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts deposited in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(e) of this Agreement; and

(k) Excess Interest.

“Balloon Loan”: Any Mortgage Loan or Loan Combination that requires a payment of principal on the Maturity Date in excess of its constant Monthly Payment.

“Balloon Payment”: With respect to each Balloon Loan, the scheduled payment of principal due on the Maturity Date (less principal included in the applicable amortization schedule or scheduled Monthly Payment).

“Barclays”: Barclays Bank PLC, and its successors in interest.

“Barclays Indemnification Agreement”: The Indemnification Agreement, dated February 15, 2013, among the Depositor, Barclays and the Principals.

“Barclays Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the Barclays Purchase Agreement.

“Barclays Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated and effective February 28, 2013, between Barclays and the Depositor.

“Base Interest Fraction”: With respect to any Principal Prepayment on any Mortgage Loan and any Class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates (without regard to any exchange of Exchangeable Certificates for Class EC Certificates), a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Certificates exceeds (ii) the Discount Rate (as provided by the Master Servicer) used in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on such Mortgage Loan exceeds (ii) the Discount Rate (as provided by the Master Servicer) used in calculating the Yield Maintenance Charge with respect to such Principal Prepayment; provided, however, that if such Discount Rate is greater than or equal to both (x) the Mortgage Rate on such Mortgage Loan and (y) the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction shall be zero; and provided, further, that if such Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan, but less than the Pass-Through Rate described in clause (a)(i) above, then the Base Interest Fraction shall be one.

“Beneficial Owner”: With respect to a Global Certificate, the Person who is the beneficial owner of such Certificate as reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly as a Depository Participant or

-12-

indirectly through a Depository Participant, in accordance with the rules of such Depository) with respect to such Classes. Each of the Trustee, the Certificate Administrator and the Master Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person executes an Investor Certification.

“Bid Allocation”: With respect to the Master Servicer and each Sub-Servicer therefor and the proceeds of any bid pursuant to Section 7.01(a) of this Agreement, the amount of such proceeds (net of any expenses incurred in connection with such bid and the transfer of servicing), multiplied by a fraction equal to (a) the Servicing Fee Amount for the Master Servicer or such Sub-Servicer therefor, as the case may be, as of such date of determination, over (b) the aggregate of the Servicing Fee Amounts for the Master Servicer and all Sub-Servicers therefor as of such date of determination.

“Book-Entry Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.

“Borrower”: With respect to any Mortgage Loan or Loan Combination, any obligor or obligors on any related Note or Notes, including in connection with a Mortgage Loan that utilizes an indemnity deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor, individually and collectively, as the context may require.

“Borrower Accounts”: As defined in Section 3.07(a) of this Agreement.

“Breach”: As defined in Section 2.03(e) of this Agreement.

“Business Day”: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York, Jacksonville, Florida, or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations or (iii) a day on which the New York Stock Exchange, the Federal Reserve Bank of New York or banking institutions or savings associations in New York, New York, Overland Park, Kansas, Cleveland, Ohio, Pittsburgh, Pennsylvania, Charlotte, North Carolina, Jacksonville, Florida or the principal cities in which the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator conduct servicing, trust administration or surveillance operations are authorized or obligated by law or executive order to be closed.

“Calculation Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest payments on the Mortgage Loan or sale of a Defaulted Mortgage Loan, the highest of (1) the rate determined by the Master Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrowers on similar non-defaulted debt of the Borrowers as of such date of determination, (2) the applicable Mortgage Rate and (3) the yield on 10-year U.S. treasuries as of such date of determination and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent related Appraisal (or Updated Appraisal).

“Cash Collateral Account”: With respect to any Mortgage Loan that has a Lock-Box Account, any account or accounts created pursuant to the related Mortgage, Loan

-13-

Agreement, Cash Collateral Account Agreement or other Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders, as successor to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the related Mortgage Loan. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the Collection Account or, with respect to a Loan Combination, the applicable Loan Combination Collection Account. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash Collateral Account shall be an Eligible Account. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Cash Collateral Account Agreement”: With respect to any Mortgage Loan or Loan Combination, the cash collateral account agreement, if any, between the related Originator and the related Borrower, pursuant to which the related Cash Collateral Account, if any, may have been established.

“Certificate”: Any Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-AB, Class X-A, Class X-B, Class A-S, Class B, Class EC, Class C, Class D, Class E, Class F, Class G, Class V, Class R or Class LR Certificate issued, authenticated and delivered hereunder.

The term “Certificate” as used in Sections 3.17, 3.22, 3.26, 6.01, 6.04 and 7.01 of this Agreement with respect to a No Downgrade Confirmation from any Companion Rating Agency, shall also generally refer to the related Companion Loan Securities.

“Certificate Administrator”: Deutsche Bank Trust Company Americas, a New York state banking corporation, in its capacity as Certificate Administrator, or its successor in interest, or any successor Certificate Administrator appointed as herein provided.

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at xxxxx://xxx.xxx.xx.xxx/xxxxxxxxxxxx.

“Certificate Balance”: With respect to any Class of Sequential Pay Certificates, a principal amount that is: (a) initially equal to the initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement; (b) reduced or further reduced, as the case may be, on each Distribution Date by any distributions allocable to principal and any allocations of Realized Losses made on or to such Class on such Distribution Date; and (c) increased, or further increased, as the case may be, to the extent any Nonrecoverable Advances that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, and added to the Certificate Balance of such Class, in accordance with Section 4.01(e). With respect to each Class of Exchangeable Certificates, for the purposes of determining allocations of principal, interest, Yield Maintenance Charges, Realized Losses, Class Interest Shortfalls, other shortfalls under Article IV of this Agreement and Voting Rights, the Certificate Balance of each such Class shall be determined without regard to any exchange of Exchangeable Certificates for Class EC Certificates.

-14-

“Certificate Custodian”: Initially, the Certificate Administrator; thereafter, any other Certificate Custodian acceptable to the Depository and selected by the Certificate Administrator.

“Certificate Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant to Section 5.02 of this Agreement.

“Certificateholder”: The Person whose name is registered in the Certificate Register, subject to the following:

(a) except as provided in clauses (b) and (d), solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, a Manager or a Borrower or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any thereof or an agent of any Borrower shall be deemed not to be outstanding and the Voting Rights to which it is entitled shall not be taken into account in determining whether the requisite percentage of Voting Rights necessary to effect any such consent or take any such action has been obtained;

(b) for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor or an Affiliate thereof shall be deemed to be outstanding, provided such amendment does not relate to the compensation of the Master Servicer, the Special Servicer or the Operating Advisor or any Affiliate thereof (other than solely in its capacity as Certificateholder) or otherwise benefit the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor in any material respect (in which case such Certificates shall be deemed not to be outstanding);

(c) except as provided in clause (d) below, for purposes of obtaining the consent of Certificateholders to any action proposed to be taken by the Special Servicer with respect to a Specially Serviced Loan, any Certificates beneficially owned by the Special Servicer or an Affiliate thereof shall be deemed not to be outstanding;

(d) for the purpose of exercising its rights as a member of the Controlling Class, any Certificate beneficially owned by the Special Servicer will be deemed outstanding; and

(e) for purposes of providing or distributing any reports, statements or other information required or permitted to be provided to a Certificateholder hereunder, subject to the execution of an Investor Certification, a Certificateholder shall include any Beneficial Owner or any Person identified by a Beneficial Owner as a prospective transferee of a Certificate beneficially owned by such Beneficial Owner, but only if the Certificate Administrator or another party hereto furnishing such report, statement or information has been provided with the name of the Beneficial Owner of the related Certificate or the Person identified as a prospective transferee thereof. For purposes of the foregoing, the Depositor, the Master Servicer, the Special Servicer, the Certificate

-15-

Administrator, the Trustee, the Paying Agent, the Operating Advisor or other such Person may rely, without limitation, on a Depository Participant listing from the Depository or statements furnished by a Person that on their face appear to be statements from a Depository Participant to such Person indicating that such Person beneficially owns Certificates.

The term “Certificateholder” as used in Sections 2.01, 2.04, 3.01, 3.02, 3.06, 3.08, 3.09, 3.10, 3.14, 3.15, 3.16, 3.21, 3.22, 3.23, 3.26, 3.30, 3.31, 6.03, 6.07, 7.01, 9.01 and 11.08 with respect to a Companion Loan, shall also generally refer to the related Companion Loan Noteholders.

“Certificateholders’ Best Interests”: The best interests of and for the benefit of all Certificateholders and, with respect to a Loan Combination, for the benefit of the related Companion Loan Noteholders (as a collective whole as if such Certificateholders and Companion Loan Noteholders constitute a single lender).

“Certification Parties”: As defined in Section 10.08 of this Agreement.

“Certifying Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Certificate Administrator with an executed Investor Certification.

“Certifying Person”: As defined in Section 10.08.

“Certifying Servicer”: As defined in Section 10.11 of this Agreement.

“Class”: All of the Certificates bearing the same alphabetic or alphanumeric Class designation and each separately designated Lower-Tier Regular Interest.

“Class A-1 Certificate”: Any one of the Certificates with a “Class A-1” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-1 to this Agreement.

“Class A-1 Pass-Through Rate”: A per annum rate equal to 0.7787%.

“Class A-2 Certificate”: Any one of the Certificates with a “Class A-2” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-2 to this Agreement.

“Class A-2 Pass-Through Rate”: A per annum rate equal to 2.1365%.

“Class A-3 Certificate”: Any one of the Certificates with a “Class A-3” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-3 to this Agreement.

“Class A-3 Pass-Through Rate”: A per annum rate equal to 2.9204%.

-16-

“Class A-4 Certificate”: Any one of the Certificates with a “Class A-4” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-4 to this Agreement.

“Class A-4 Pass-Through Rate”: A per annum rate equal to 3.1847%.

“Class A-AB Certificate”: Any one of the Certificates with a “Class A-AB” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-5 to this Agreement.

“Class A-AB Pass-Through Rate”: A per annum rate equal to 2.6874%.

Class A-S Certificate”: Any one of the Certificates with a “Class A-S” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-6 to this Agreement.

“Class A-S Pass-Through Rate”: A per annum rate equal to 3.3468%.

“Class B Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-7 to this Agreement.

“Class B Pass-Through Rate”: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate and (ii) 3.6487%.

“Class C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-8 to this Agreement.

“Class C Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

“Class D Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-9 to this Agreement.

“Class D Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

“Class E Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-10 to this Agreement.

“Class E Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

“Class EC Certificate”: Any one of the Certificates with a “Class EC” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-18 to

-17-

this Agreement. For federal income tax purposes, the Class EC Certificates represent undivided beneficial interests in the Grantor Trust in respect of the Exchangeable Certificates that have been exchanged for Class EC Certificates.

“Class EC Exchangeable Account”: The segregated non-interest bearing trust account or accounts created and maintained as a separate account or accounts by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.05(k) of this Agreement, which shall be entitled “Deutsche Bank Trust Company Americas, as Certificate Administrator, for the benefit of Deutsche Bank Trust Company Americas, as Trustee, in trust for the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Class EC Exchangeable Account,” and which must be an Eligible Account or a subaccount of an Eligible Account. The Class EC Exchangeable Account shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.

“Class F Certificate”: Any one of the Certificates with a “Class F” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-11 to this Agreement.

“Class F Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

“Class G Certificate”: Any one of the Certificates with a “Class G” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-12 to this Agreement.

“Class G Pass-Through Rate”: A per annum rate equal to the Weighted Average Net Mortgage Pass-Through Rate.

“Class Interest Shortfall”: On any Distribution Date for any Class of Certificates, the related Interest Accrual Amount for such Distribution Date minus the amount of interest actually distributed with respect to such Class of Certificates in respect of such Interest Accrual Amount pursuant to Section 4.01(b), if any.

“Class LA-1 Interest,” “Class LA-2 Interest,” “Class LA-3 Interest,” “Class LA-4 Interest,” “Class LA-AB Interest,” “Class LA-S Interest,” “Class LB Interest,” “Class LC Interest,” “Class LD Interest,” “Class LE Interest,” “Class LF Interest” and “Class LG Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01 of this Agreement.

“Class LR Certificate”: Any one of the Certificates with a “Class LR” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-16 to this Agreement. The Class LR Certificates have no Pass-Through Rate, Certificate Balance or Notional Balance.

“Class R Certificate”: Any one of the Certificates with a “Class R” designation on the face thereof, executed by the Certificate Administrator and authenticated by the Authenticating Agent in substantially the form of Exhibit A-15 to this Agreement. The Class R Certificates have no Pass-Through Rate, Certificate Balance or Notional Balance.

-18-

“Class V Certificate”: Any one of the Certificates with a “Class V” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-17 to this Agreement. The Class V Certificates represent undivided beneficial interests in the Grantor Trust in respect of the Excess Interest.

“Class V Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(h), which shall be entitled “Deutsche Bank Trust Company Americas, as Certificate Administrator, for the benefit of Deutsche Bank Trust Company Americas, as Trustee, in trust for the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Class V Distribution Account,” and which must be an Eligible Account or a sub-account of an Eligible Account. The Class V Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

“Class X Certificates”: The Class X-A and Class X-B Certificates, collectively.

“Class X Component”: Each of the Class X-A Components and Class X-B Components.

“Class X Component Notional Amount”: With respect to each Class X Component and any date of determination, an amount equal to the then Lower-Tier Principal Balance of its Corresponding Lower-Tier Regular Interest.

“Class X Notional Amount”: The Class X-A Notional Amount or the Class X-B Notional Amount, as applicable and as the context may require.

“Class X-A Certificate”: Any one of the Certificates with a “Class X-A” designation on the face thereof, substantially in the form of Exhibit A-13 to this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-A Components”: Each of Component XX-0, Xxxxxxxxx XX-0, Component XA-3, Component XA-4, Component XA-AB and Component XA-S.

“Class X-A Notional Amount”: As of any date of determination, the sum of the then Class X Component Notional Amounts of all of the Class X-A Components.

“Class X-A Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-A Strip Rates for the respective Class X-A Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional Amounts of such Class X-A Components outstanding immediately prior to such Distribution Date.

“Class X-A Strip Rate”: With respect to any Class X-A Components for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificates.

-19-

“Class X-B Certificate”: Any one of the Certificates with a “Class X-B” designation on the face thereof, substantially in the form of Exhibit A-14 to this Agreement, and evidencing a “regular interest” in Upper-Tier REMIC for purposes of the REMIC Provisions.

“Class X-B Component”: Component XB.

“Class X-B Notional Amount”: As of any date of determination, the then Class X Component Notional Amount of the Class X-B Component.

“Class X-B Pass-Through Rate”: With respect to any Distribution Date, the Class X-B Strip Rate for the Class X-B Component for such Distribution Date.

“Class X-B Strip Rate”: With respect to the Class X-B Component for any Distribution Date, the (i) the Weighted Average Net Mortgage Pass-Through Rate for such Distribution Date over (ii) the Pass-Through Rate for the Corresponding Certificate.

“Clearstream”: Clearstream Banking, société anonyme or any successor thereto.

“Closing Date”: February 28, 2013.

“Code”: The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Co-Lender Agreements”: The Santa Xxxxx Mall Co-Lender Agreement.

“Collection Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a) of this Agreement, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Collection Account” and which must be an Eligible Account.

The term “Collection Account” as used in Sections 3.05, 3.06, 3.07, 3.10, 3.11, 3.12, 3.13, 3.15, 3.16, 3.21, 3.26, 4.07, 7.01, 7.04, 7.05, 8.01, 8.03 and 11.07 with respect to any Loan Combination, shall also generally refer to the related Loan Combination Collection Account.

“Collection Period”: With respect to any Distribution Date and each Mortgage Loan, the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the Distribution Date occurring in March 2013, on the day after the Cut-off Date) and ending at the close of business on the Determination Date in the calendar month in which such Distribution Date occurs.

“Commission”: The Securities and Exchange Commission.

“Companion Loan”: The Santa Xxxxx Mall Pari Passu Companion Loan, which is identified in the Preliminary Statement.

-20-

“Companion Loan Noteholder”: The Santa Xxxxx Mall Pari Passu Companion Loan Noteholder.

“Companion Loan Noteholder Register”: As defined in Section 3.27(b) of this Agreement.

“Companion Loan Securities”: For so long as the Mortgage Loan related thereto or any successor REO Loan thereof is part of the Mortgage Pool, any class of securities backed by the related Companion Loan. Any reference herein to a “series” of Companion Loan Securities shall refer to separate securitizations of the Companion Loans.

“Companion Loan Securitization Agreement”: With respect to any Companion Loan, any agreement under which any securities evidencing interests in such Companion Loan are issued, as from time to time amended, supplemented or modified.

“Companion Loan Trustee”: With respect to any Companion Loan, the trustee with respect to such Companion Loan appointed and acting under the related Companion Loan Securitization Agreement, if any.

“Companion Rating Agency”: Any NRSRO rating a Companion Loan Security.

“Component XA-1”: One of the components of the Class X-A Certificates, such particular component having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-1 as of any date of determination.

“Component XA-2”: One of the components of the Class X-A Certificates, such particular component having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-2 as of any date of determination.

“Component XA-3”: One of the components of the Class X-A Certificates, such particular component having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-3 as of any date of determination.

“Component XA-4”: One of the components of the Class X-A Certificates, such particular component having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-4 as of any date of determination.

“Component XA-AB”: One of the components of the Class X-A Certificates, such particular component having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-AB as of any date of determination.

“Component XA-S”: One of the components of the Class X-A Certificates, such particular component having a Class X Component Notional Amount equal to the then current

-21-

Lower-Tier Principal Balance of Lower-Tier Regular Interest LA-S as of any date of determination.

“Component XB”: The component of the Class X-B Certificates, such particular component having a Class X Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LB as of any date of determination.

“Condemnation Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance in lieu or in anticipation thereof with respect to a Mortgaged Property by or to any governmental, quasi-governmental authority or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of such Mortgaged Property or released to the related Borrower in accordance with the terms of the applicable Mortgage Loan and the REMIC Provisions and, if applicable, the terms of the applicable Loan Combination) or, if applicable, with respect to a Mortgaged Property securing a Loan Combination, any portion of such amounts payable to the holders of the applicable Loan Combination.

“Consultation Termination Event”: The event that occurs when (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance is at least equal to 25% of the initial Certificate Balance of such Class or (ii) such Consultation Termination Event is deemed to occur pursuant to Section 3.29(a) of this Agreement.

“Control Eligible Certificates”: Any of the Class E, Class F and Class G Certificates.

“Control Termination Event”: The event that occurs when (i) no Class of Control Eligible Certificates exists where such Class’s aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.08(a) of this Agreement) is at least equal to 25% of the initial Certificate Balance of such Class or (ii) such Control Termination Event is deemed to occur pursuant to Section 3.29(a) of this Agreement.

“Controlling Class”: As of any date of determination, the most subordinate Class of Control Eligible Certificates then outstanding that has a then aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts allocable to such Class in accordance with Section 4.08(a) of this Agreement) at least equal to 25% of the initial Certificate Balance of that Class, or if no Class of Control Eligible Certificates meets the preceding requirement, the Class E Certificates. The Controlling Class as of the Closing Date will be the Class G Certificates.

“Controlling Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class as identified by the Certificate Registrar to the Certificate Administrator from time to time. The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor may from time to time request that the Certificate Administrator provide (i) a list of the Beneficial Owners of the Controlling Class, and (ii) confirmation as to whether a Control Termination Event or Consultation Termination Event has occurred in the 12 months preceding any such request or any other period specified in such request and whether it is continuing as of the date of such request. Upon such request, the

-22-

Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) provide such list or confirmation to the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, as applicable, but (with respect to clause (i) above) only to the extent the Certificate Administrator has actual knowledge of the identity of the Holders (or Beneficial Owners, if applicable) of the Controlling Class; provided that if the Certificate Administrator does not have actual knowledge of the identity of the Holders (or Beneficial Owners, if applicable) of the Controlling Class, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository at the expense of the Trust, the list of Beneficial Owners of the Controlling Class, and the Certificate Administrator shall provide such list to the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, as applicable. The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to conclusively rely on any such information or confirmation provided in accordance with the foregoing. Any expenses incurred in connection with obtaining such information or confirmation shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Controlling Class Representative has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has changed, then such expenses shall be at the expense of the Trust.

To the extent the Master Servicer or the Special Servicer has actual knowledge of any change in the identity of a Holder (or Beneficial Owner) of the Controlling Class, then the Master Servicer or the Special Servicer, as applicable, shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor and each other, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as applicable.

“Controlling Class Representative”: With respect to any Mortgage Loan, the Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time; provided, however, that (i) absent such selection, (ii) until a Controlling Class Representative is so selected or (iii) until receipt of written notice from a majority of the Controlling Class Certificateholders, by Certificate Balance, that a Controlling Class Representative is no longer designated, then the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class shall be the Controlling Class Representative upon providing written notice to the Certificate Administrator. The initial Controlling Class Representative shall be Eightfold Real Estate Capital Fund II, L.P.

“Corporate Trust Office”: The offices of the Trustee, the Certificate Administrator and the Certificate Registrar located at 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000-0000, Attention: Trust Administration—UB13C5, and in the case of any surrender, transfer or exchange at Deutsche Bank Trust Company Americas, c/o DB Services Americas, Inc., 0000 Xxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention Transfer Unit, Attention: UB13C5, or the principal trust office of any successor trustee, certificate administrator or certificate registrar qualified and appointed pursuant to this Agreement.

-23-

“Corrected Mortgage Loan”: As defined under the definition of Specially Serviced Loan.

“Corresponding Certificates”: As defined in the Preliminary Statement with respect to any Lower-Tier Regular Interest or Class X Component.

“Corresponding Class X Component”: As defined in the Preliminary Statement with respect to any Class of Sequential Pay Certificates or any Lower-Tier Regular Interest.

“Corresponding Lower-Tier Regular Interest”: As defined in the Preliminary Statement with respect to any Class of Sequential Pay Certificates or Class X Component.

“CREFC”: CRE Finance Council, formerly known as Commercial Mortgage Securities Association, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC” shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers, trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC” shall be deemed to refer to such other association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator, the Trustee, the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Directing Holder.

“CREFC Appraisal Reduction Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Appraisal Reduction Template” available and effective from time to time on the CREFC Website.

“CREFC Advance Recovery Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Advance Recovery Report” available as of the Closing Date on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC for commercial mortgage securities transactions generally.

“CREFC Bond Level File”: The data file in the “CREFC Bond Level File” format substantially in the form of and containing the information called for therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC for commercial mortgage securities transactions generally.

“CREFC Collateral Summary File”: The data file in the “CREFC Collateral Summary File” format substantially in the form of and containing the information called for

-24-

therein, or such other form for the presentation of such information as may be approved from time to time by the CREFC for commercial mortgage securities transactions generally.

“CREFC Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC for commercial mortgage securities transactions generally. In connection with preparing the CREFC Comparative Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending June 30, 2013, and (b) annual financial statements beginning with annual financial statements for the 2013 fiscal year.

“CREFC Delinquent Loan Status Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Delinquent Loan Status Report” available as of the Closing Date on the CREFC Website, or no later than 90 days after its adoption, such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC for commercial mortgage securities transactions generally.

“CREFC Financial File”: The data file in the “CREFC Financial File” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC for commercial mortgage securities transactions generally. The initial data for this report shall be provided by each Mortgage Loan Seller.

“CREFC Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation Template” available and effective from time to time on the CREFC Website.

“CREFC Historical Liquidation Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Historical Liquidation Loss Template” available and effective from time to time on the CREFC Website.

“CREFC Historical Loan Modification and Corrected Mortgage Loan Report”: The monthly report in the “Historical Loan Modification and Corrected Mortgage Loan Report” format substantially in the form of and containing the information called for therein for the Mortgage Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC for commercial mortgage securities transactions generally.

“CREFC Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC Website.

-25-

“CREFC Investor Reporting Package (CREFC IRP)”: Collectively,

(a) the following seven electronic files: (i) CREFC Loan Setup File, (ii) CREFC Loan Periodic Update File, (iii) CREFC Property File, (iv) CREFC Bond Level File, (v) CREFC Financial File, (vi) CREFC Collateral Summary File and (vii) CREFC Special Servicer Loan File;

(b) the following ten supplemental reports: (i) CREFC Delinquent Loan Status Report, (ii) CREFC Historical Loan Modification and Corrected Mortgage Loan Report, (iii) CREFC REO Status Report, (iv) CREFC Operating Statement Analysis Report, (v) CREFC Comparative Financial Status Report, (vi) CREFC Servicer Watch List, (vii) CREFC Loan Level Reserve/LOC Report, (viii) CREFC NOI Adjustment Worksheet, (ix) CREFC Advance Recovery Report, and (x) CREFC Total Loan Report;

(c) the following eight templates: (i) CREFC Appraisal Reduction Template, (ii) CREFC Servicer Realized Loss Template, (iii) CREFC Reconciliation of Funds Template, (iv) CREFC Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC Historical Liquidation Loss Template, (vi) CREFC Interest Shortfall Reconciliation Template, (vii) CREFC Servicer Remittance to Trustee Template and (viii) CREFC Significant Insurance Event Template; and

(d) such other reports and data files as CREFC may designate as part of the “CREFC Investor Reporting Package (CREFC IRP)” from time to time generally.

“CREFC Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the CREFC Website.

“CREFC Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC Loan Periodic Update File” available and effective from time to time on the CREFC Website and, provided that each CREFC Loan Periodic Update File shall be accompanied by a CREFC Advance Recovery Report, if such report is required for a particular month, and all references herein to “CREFC Loan Periodic Update File” shall be construed accordingly.

“CREFC Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC Loan Setup File” available and effective from time to time on the CREFC Website.

“CREFC NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “NOI Adjustment Worksheet” available and effective from time to time on the CREFC Website.

“CREFC Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time on the CREFC Website.

-26-

“CREFC Property File”: The monthly data file substantially in the form of, and containing the information called for, in the downloadable form of the “CREFC Property File” available and effective from time to time on the CREFC Website.

“CREFC Reconciliation of Funds Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Reconciliation of Funds Template” available and effective from time to time on the CREFC Website, or such other form for the presentation of such information and containing such additional information as may from time to time be recommended by the CREFC for commercial mortgage securities transactions generally.

“CREFC REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC Website.

“CREFC Servicer Realized Loss Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Realized Loss Template” available and effective from time to time on the CREFC Website.

“CREFC Servicer Remittance to Trustee Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Remittance to Trustee Template” available and effective from time to time on the CREFC Website.

“CREFC Servicer Watch List”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List” available and effective from time to time on the CREFC Website.

“CREFC Significant Insurance Event Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Significant Insurance Event Template” available and effective from time to time on the CREFC Website.

“CREFC Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time on the CREFC Website.

“CREFC Supplemental Servicer Reports”: The CREFC Delinquent Loan Status Report, the CREFC Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC REO Status Report, the CREFC Servicer Watch List, the CREFC NOI Adjustment Worksheet, the CREFC Comparative Financial Status Report, the CREFC Operating Statement Analysis Report, the CREFC Loan Level Reserve/LOC Report, the CREFC Advance Recovery Report and the CREFC Total Loan Report.

“CREFC Total Loan Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC Website.

-27-

“CREFC Website”: The CREFC’s Website located at xxx.xxxxx.xxx or such other primary website as the CREFC may establish for dissemination of its report forms.

“Cross-Collateralized Mortgage Loans”: Any two or more Mortgage Loans listed on the Mortgage Loan Schedule that are cross-collateralized with each other.

“Crossover Date”: Means the Distribution Date on which the Certificate Balance of each Class of Sequential Pay Certificates, other than the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates, is (or will be) reduced to zero.

“Custodial Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended or modified from time to time in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is the same party as the Certificate Administrator.

“Custodian”: Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer.

“Cut-off Date”: With respect to each Mortgage Loan, the related Due Date of such Mortgage Loan in February 2013 (or February 1, 2013 if such Mortgage Loan does not have a Due Date in February 2013).

“DBRS”: DBRS, Inc. or its successors in interest.

“Debt Service Coverage Ratio”: With respect to any Mortgage Loan as of any date of determination and for any period, the ratio calculated by dividing (a) the net operating income or net cash flow, as applicable, of the related Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is available from the related Borrower (or year-to-date (annualized) until such time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan but after funding of required reserves, and utilizing “normalized” information from the CREFC NOI Adjustment Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by (b) the annual debt service required by such Mortgage Loan. Annual debt service shall be calculated by multiplying the Monthly Payment in effect on such date of determination for such Mortgage Loan by 12 (or such fewer number of months for which related information is available). In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Default”: An event of default under the Loan Documents for any Mortgage Loan, or an event which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Loan Documents for such Mortgage Loan. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

-28-

“Default Interest”: With respect to any Mortgage Loan, interest accrued on such Mortgage Loan (other than Excess Interest) at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Default Rate”: With respect to each Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan following any event of default on such Mortgage Loan, including a default in the payment of a Monthly Payment or a Balloon Payment. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Defaulted Mortgage Loan”: A Mortgage Loan which is delinquent at least 60 days in respect of its Monthly Payments or more than 60 days delinquent in respect of its Balloon Payment, if any, in either case such Delinquency to be determined without giving effect to any grace period permitted by the related Loan Documents and without regard to any acceleration of payments under the related Mortgage Loan. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Defeasance Account”: As defined in Section 3.26(j) of this Agreement.

“Defect”: As defined in Section 2.03(e) of this Agreement.

“Delinquency”: Any failure of a Borrower to make a scheduled Monthly Payment or Balloon Payment on a Due Date.

“Denomination”: As defined in Section 5.01(a) of this Agreement.

“Depositor”: UBS Commercial Mortgage Securitization Corp., a Delaware corporation, and its successors and assigns.

“Depository”: The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction of the Depositor if the Depositor is legally able to do so).

“Depository Participant”: A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of securities deposited with the Depository.

“Determination Date”: With respect to any Distribution Date, the sixth day of the calendar month of the related Distribution Date or, if such sixth day is not a Business Day, then the next Business Day, commencing in March 2013.

“Directing Holder”: The Controlling Class Representative.

At such time as there is no Controlling Class in accordance with the definition thereof, the Directing Holder shall have no rights under this Agreement.

Written notice of the identification of the Directing Holder, as set forth on Schedule I to this Agreement, shall be provided to the Master Servicer and the Special Servicer on or prior to the Closing Date. Upon a change in identity of the Directing Holder, the out-going

-29-

Directing Holder shall provide notice of the name and contact information for the new Directing Holder.

The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor may from time to time request that the Certificate Administrator provide the name and contact information of the then-current Directing Holder. Upon such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) provide the name of the then-current Directing Holder to the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, as applicable, but only to the extent the Certificate Administrator has actual knowledge of the identity of the then-current Directing Holder; provided that if the Certificate Administrator does not have actual knowledge of the identity of the then-current Directing Holder, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository, the list of Beneficial Owners of the Controlling Class (upon which list the Certificate Administrator may conclusively rely), and the Certificate Administrator shall provide such list to the Master Servicer, the Special Servicer, the Trustee or the Operating Advisor. Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative) has changed, then such expenses shall be at the expense of the Trust. The Master Servicer, the Special Servicer, the Trustee and the Operating Advisor shall be entitled to conclusively rely on any such information so provided.

To the extent the Master Servicer or the Special Servicer has actual knowledge of any change in the identity of the Directing Holder or the list of Holders (or Beneficial Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special Servicer, as applicable, shall promptly notify such other party, the Trustee, the Certificate Administrator and the Operating Advisor thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as applicable.

“Directly Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space for occupancy only within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such REO Property, the holding of such REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on such REO Property other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate an REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).

-30-

“Disclosable Special Servicer Fees”: With respect to any Mortgage Loan or REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Disclosure Parties”: As defined in Section 3.14(e) of this Agreement.

“Discount Rate”: With respect to any Mortgage Loan as to which a Yield Maintenance Charge is paid or payable, as the context may require, the yield on a U.S. Treasury security that has the most closely corresponding maturity date to the last date of the relevant yield maintenance period, converted to a monthly equivalent yield (as described in the respective Loan Documents).

“Disqualified Non-U.S. Tax Person”: With respect to a Residual Certificate, any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax Person that holds the Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Certificate Registrar with an effective IRS Form W-8ECI (or applicable successor Form promulgated by the IRS for the purpose of providing and certifying the information provided on Form W-8ECI as of the Closing Date) or (ii) a Non-U.S. Tax Person that has delivered to both the transferor and the Certificate Registrar an opinion of a nationally recognized tax counsel to the effect that the transfer of the Residual Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Residual Certificate will not be disregarded for federal income tax purposes.

“Disqualified Organization”: Any of (a) the United States, a State or any political subdivision thereof or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Residual Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any other Person so designated by the Certificate Registrar based upon an Opinion of Counsel provided to the Certificate Registrar (which shall be an expense of the Trust) to the effect that any Transfer to such Person may cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. For the purposes of this definition, the terms “United States,” “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

-31-

“Distribution Accounts”: Collectively, the Upper-Tier Distribution Account, the Class V Distribution Account and the Lower-Tier Distribution Account, each of which may be sub-accounts of a single Eligible Account.

“Distribution Date”: For each Determination Date, the fourth Business Day following such Determination Date in each calendar month, commencing in March 2013.

“Distribution Date Statement”: As defined in Section 4.02(a) of this Agreement.

“Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator and the Operating Advisor, which lists certain parties identified by the Depositor as having failed to comply (subject to any applicable grace period) with their respective obligations under Section 10.11, Section 10.12 or Section 10.13 of this Agreement or as having failed to comply (subject to any applicable grace period) with any similar Regulation AB reporting requirements under any pooling and servicing agreement relating to any other series of certificates offered by the Depositor.

“Due Date”: With respect to (i) any Mortgage Loan on or prior to its Maturity Date, the day of the month set forth in the related Note on which each Monthly Payment and any Balloon Payment thereon is scheduled to be first due and (ii) any Mortgage Loan after the Maturity Date therefor or any REO Loan, the day of the month set forth in the related Note on which each Monthly Payment on such Mortgage Loan had been scheduled to be first due. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Early Termination Notice Date”: 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.

“Eligible Account”: Any of:

(i) an account or accounts:

(A) maintained with a depository institution or trust company the short-term unsecured debt obligations or commercial paper of which are rated at least “F-1” by Fitch and “P-1” by Moody’s, in the case of accounts in which deposits have a maturity date of 30 days or less or, in the case of accounts in which deposits have a maturity date of more than 30 days, the long-term unsecured debt obligations of which are rated at least “A+” by Fitch (or “A-” by Fitch so long as the short-term deposits or short-term unsecured debt obligations of such depository institution or trust company are rated no less than “F1” by Fitch) and “A2” by Moody’s, (with respect to accounts related to Mortgage Loans maintained by Bank of America, National Association, the applicable ratings of Xxxxx’x with respect to this sub-clause (A) shall be deemed satisfied if Bank of America, National Association has established and maintains an account or accounts meeting the requirements of “Ratings Support Accounts” set

-32-

forth in that certain announcement of Moody’s, dated December 21, 2012, titled “Announcement: Moody’s: No negative rating impact on 44 Moody’s rated CMBS deals in which Bank of America, National Association, as Master or Primary Servicer, will establish Ratings Support Accounts at an Eligible Institution,” as such requirements may be modified by any successive announcement of Moody’s) or

(B) as to which the Certificate Administrator has received a No Downgrade Confirmation from each Rating Agency,

(ii) an account or accounts maintained with Deutsche Bank Trust Company Americas, so long as it meets the eligibility standards of the Certificate Administrator set forth in this Agreement,

(iii) an account or accounts maintained with PNC Bank, National Association so long as PNC Bank, National Association’s long term unsecured debt rating shall be at least “A-” from Fitch and “A2” from Moody’s (if the deposits are to be held in the account for more than 30 days) or PNC Bank, National Association’s short term deposit or short term unsecured debt rating shall be at least “F1” from Fitch and “P-1” from Moody’s (if the deposits are to be held in the account for 30 days or less),

(iv) an account or accounts maintained with KeyBank so long as KeyBank’s long term unsecured debt rating shall be at least “A-” from Fitch and “A3” from Moody’s; provided, however, that so long as KeyBank’s long term unsecured debt rating shall be “A3” from Moody’s, such account or accounts maintained with KeyBank shall be limited to 10.0% or less of the outstanding principal balance of the Mortgage Loans,

(v) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which institution or trust company is rated at least “Baa3” by Moody’s and which, in the case of a state chartered depository institution or trust company is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), and subject to supervision or examination by federal and state authority the long-term unsecured debt obligations of which are rated at least “Baa3” by Moody’s,

(vi) any other account for which the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation, which may be an account maintained by or with the Certificate Administrator, the Trustee, the Master Servicer or the Special Servicer, or

(vii) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (i) - (v) above, with respect to which a No Downgrade Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account.

-33-

Eligible Accounts may bear interest.

“Eligible Investor”: Any of (i) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (ii) (except with respect to the Class R and Class LR Certificates) an Institutional Accredited Investor that is not a Qualified Institutional Buyer.

“Eligible Operating Advisor”: An institution (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by DBRS, Fitch, KBRA, Moody’s, Morningstar and/or S&P, but has not been special servicer on a transaction for which DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action, (ii) that can and will make the representations and warranties set forth in Section 2.04(f) of this Agreement, (iii) that is not Depositor, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative, the Directing Holder or an Affiliate of Depositor, the Special Servicer, a Mortgage Loan Seller, the Controlling Class Representative or the Directing Holder and (iv) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under this Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer.

“Environmental Insurance Policy”: With respect to any Mortgaged Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of such Mortgaged Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders.

“Environmental Report”: The environmental audit report or reports with respect to each Mortgaged Property delivered to the related Mortgage Loan Seller in connection with the related Mortgage Loan.

“ERISA”: The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

“Escrow Account”: As defined in Section 3.04(b) of this Agreement. Any Escrow Account may be a sub-account of the related Cash Collateral Account.

“Escrow Payment”: Any payment made by any Borrower to the Master Servicer pursuant to the related Mortgage, Cash Collateral Account Agreement, Lock-Box Agreement, Loan Agreement or other Loan Document for the account of such Borrower for application toward the payment of taxes, insurance premiums, assessments, environmental remediation and similar items in respect of the related Mortgaged Property or related to the satisfaction of closing conditions for the related Mortgage Loan.

“Euroclear”: Euroclear Bank, as operator of the Euroclear System and its successors in interest.

-34-

“Excess Interest”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued on and allocable to such Mortgage Loan after the Anticipated Repayment Date allocable to the Excess Rate, including all interest accrued thereon. The Excess Interest shall not be an asset of any Trust REMIC formed hereunder, but rather shall be an asset of the Grantor Trust.

“Excess Liquidation Proceeds”: With respect to any Mortgage Loan or Companion Loan, the excess, if any, of (i) Net Liquidation Proceeds of such Mortgage Loan, Companion Loan or related REO Property, over (ii) the amount that would have been received if a principal payment and all other amounts due in full had been made with respect to such Mortgage Loan or Companion Loan on the Due Date in the Collection Period during which such proceeds were received.

“Excess Liquidation Proceeds Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(j) of this Agreement in trust for the Certificateholders, which shall be entitled “Deutsche Bank Trust Company Americas, as Trustee, in trust for the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Excess Liquidation Proceeds Account.” The Excess Liquidation Proceeds Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

“Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, the excess, if any, of (a) the aggregate of the Prepayment Interest Shortfalls incurred with respect to the Mortgage Pool during the related Collection Period, over (b) the Master Servicer Prepayment Interest Shortfall paid to cover such Prepayment Interest Shortfalls.

“Excess Rate”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, the excess of (i) the applicable Revised Rate over (ii) the applicable Mortgage Rate, each as set forth in the Mortgage Loan Schedule.

“Excess Servicing Fees”: With respect to each Mortgage Loan and Companion Loan (and any successor REO Loans with respect thereto), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.

“Excess Servicing Fee Rate”: With respect to each Mortgage Loan and Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Master Servicing Fee Rate, plus the Primary Servicing Fee Rate retained by the Master Servicer less 0.005%; provided that such rate shall be subject to reduction at any time following any resignation of a Master Servicer pursuant to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04 of this Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.

“Excess Servicing Fee Right”: With respect to each Mortgage Loan and Companion Loan (and any successor REO Loan with respect thereto), the right to receive Excess

-35-

Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Master Servicer shall be the owner of such Excess Servicing Fee Right.

“Exchange Act”: The Securities Exchange Act of 1934, as it may be amended from time to time.

“Exchangeable Certificates”: The Class A-S, Class B and Class C Certificates.

“Exchange Proportion”: With respect to Exchangeable Certificates and Class EC Certificates, the following percentages:

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

“FDIC”: The Federal Deposit Insurance Corporation or any successor thereto.

“FHLMC”: The Federal Home Loan Mortgage Corporation, or any successor thereto.

“Final Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such other data or supporting information provided by the Special Servicer to the Directing Holder, which shall not include any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect to such Specially Serviced Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless the Directing Holder (for so long as no Control Termination Event has occurred and is continuing) has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval and consent pursuant to this Agreement in respect of such action, or has been deemed to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance with this Agreement.

“Final Recovery Determination”: With respect to any Specially Serviced Loan, REO Loan or any Mortgage Loan subject to repurchase by the related Mortgage Loan Seller pursuant to Section 2.03(e) of this Agreement or, in the case of any Mortgage Loan or Loan Combination subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, the related Repurchase Price and other payments or recoveries (including proceeds of the final sale of any REO Property) which the Master Servicer (or, in the case of a Specially Serviced Loan or REO Loan, the Special Servicer), in its reasonable judgment, and in consultation with the Directing Holder (so long as no Consultation Termination Event has occurred and is continuing) as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable. The Directing Holder (so long as no Control Termination Event has occurred and is continuing) shall have ten (10) Business Days to review and approve each such recovery determination; provided, however, that

-36-

if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following the termination of the Trust Fund.

“Financial Market Publisher”: BlackRock Financial Management, Inc., Bloomberg Financial Markets, L.P., Interactive Data Corporation, Intex Solutions, Inc., Markit LLC and Xxxxx, LLC, or any successor entities thereof.

“Fitch”: Fitch, Inc., or any successor thereto.

“FNMA”: The Federal National Mortgage Association or any successor thereto.

“Form 8-K”: A current report on Form 8-K under the Exchange Act or such successor form as the Commission may specify from time to time.

“Form 8-K Disclosure Information”: As defined in Section 10.09.

“GECC”: General Electric Capital Corporation and its successors in interest.

“GECC Indemnification Agreement”: The Indemnification Agreement, dated February 15, 2013, among the Depositor, GECC and the Principals.

“GECC Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the GECC Purchase Agreement.

“GECC Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated and effective February 28, 2013, between GECC and the Depositor.

“Global Certificates”: Each of the Publicly Offered Global Certificates, Regulation S Global Certificates or Rule 144A Global Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.

“Grantor Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of (i) the Exchangeable Certificates that have been exchanged for the Class EC Certificates and the Class EC Exchangeable Account, beneficial ownership of which is represented by the Class EC Certificates, and (ii) the Excess Interest, the Class V Distribution Account and proceeds thereof, beneficial ownership of which is represented by the Class V Certificates, as further described in this Agreement.

“Grantor Trust Provisions”: Subpart E of part I of subchapter J of the Code and Treasury Regulations Section 301.7701-4(c).

“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

-37-

Section 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls (“PCBs”), radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

“Holder”: With respect to any Certificate, a Certificateholder; with respect to any Lower-Tier Regular Interest, the Trustee.

“Indemnification Agreements”: Each of the UBSRES Indemnification Agreement, the Barclays Indemnification Agreement, the AMF Indemnification Agreement, the KeyBank Indemnification Agreement and the GECC Indemnification Agreement.

“Indemnified Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement, as the context requires.

“Indemnifying Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, of this Agreement, as the context requires.

“Independent”: When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of the Depositor, any Mortgage Loan Seller, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Directing Holder, the Operating Advisor, any Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

“Independent Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates), provided that such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Master Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator to that effect) or (ii) any other Person (including the Master Servicer and the Special Servicer) if the Master Servicer or the Special Servicer, as applicable, the Certificate Administrator and the Trustee has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of any REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code) or cause any income realized in respect of such REO

-38-

Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).

“Individual Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.

“Initial Purchasers”: UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxxx Xxxxxxxx, LLC, KeyBanc Capital Markets Inc. and Nomura Securities International, Inc., and their respective successors in interest.

“Initial Rate”: The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.

“Initial Resolution Period”: As defined in Section 2.03(e) of this Agreement.

“Institutional Accredited Investor”: An entity that qualifies as an “accredited investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act.

“Insurance Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to a Mortgage Loan or Loan Combination (including any amounts paid by the Master Servicer or Special Servicer pursuant to Section 3.08 of this Agreement).

“Interest Accrual Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to (a) interest for the related Interest Accrual Period accrued at the applicable Pass-Through Rate for such Class accrued on the related Certificate Balance or Notional Balance, as applicable, outstanding immediately prior to such Distribution Date, minus (b) the product of (i) the amount of any Excess Prepayment Interest Shortfall for such Distribution Date, multiplied by (ii) a fraction, the numerator of which is the amount described in clause (a) of this definition with respect to such Class of Regular Certificates for such Distribution Date, and the denominator of which is the amount described in clause (a) of this definition with respect to all the Classes of Regular Certificates for such Distribution Date. Calculations of interest due in respect of each Class of Regular Certificates shall be made on a 30/360 Basis.

“Interest Accrual Period”: With respect to any Class of Regular Certificates and any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

“Interest Deposit Amount”: $337,982.71

“Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Deutsche Bank Trust Company Americas, as Trustee, in trust for the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Interest Reserve Account” and which must

-39-

be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

“Interested Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, any Certificateholder, any Borrower, any Manager, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement, or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them.

“Inquiries”: As defined in Section 4.02(c) of this Agreement.

“Investment Account”: As defined in Section 3.07(a) of this Agreement.

“Investment Company Act”: The Investment Company Act of 1940, as it may be amended from time to time.

“Investment Representation Letter”: As defined in Section 5.02(c)(i)(A) of this Agreement.

“Investor Certification”: A certificate (which may be in electronic form) representing that the person executing the certificate (1) is a Certificateholder, a beneficial owner of a Certificate or a prospective purchaser that, in the case of a Publicly Offered Certificate, has received a copy of the final Prospectus and (2) is not a borrower, a manager of a Mortgaged Property, an affiliate of any of the foregoing or an agent of any of the foregoing, substantially in the form of Exhibit L-1 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website. The Certificate Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

“Investor Q&A Forum”: As defined in Section 4.02(c) of this Agreement.

“Investor Registry”: As defined in Section 4.02(d) of this Agreement.

“IO Group YM Distribution Amount”: As defined in Section 4.01(c) of this Agreement.

“IRS”: The Internal Revenue Service.

“KBRA”: Xxxxx Bond Rating Agency Inc., or its successor in interest.

“KeyBank”: KeyBank National Association, a national banking association organized under the laws of the United States of America, and its successors in interest.

“KeyBank Indemnification Agreement”: The Indemnification Agreement, dated February 15, 2013, among the Depositor, KeyBank and the Principals.

“KeyBank Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the KeyBank Purchase Agreement.

-40-

“KeyBank Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated and effective February 28, 2013, between KeyBank and the Depositor.

“Late Collections”: With respect to any Mortgage Loan, all amounts received thereon during any Collection Period, whether as payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of such Mortgage Loan (without regard to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously recovered. With respect to any REO Loan, all amounts received in connection with the related REO Property during any Collection Period, whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan (without regard to any acceleration of amounts due under the predecessor Mortgage Loan by reason of default) on a Due Date in a previous Collection Period and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Liquidation Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee in connection with the liquidation of any Mortgage Loan or the liquidation of an REO Property or the sale of any Mortgage Loan pursuant to Section 3.16 or Section 9.01 of this Agreement (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes). In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Liquidation Fee”: A fee payable to the Special Servicer with respect to any Specially Serviced Loan as to which the Special Servicer obtains a full, partial or discounted payoff from the related Borrower or (except as specified in the next paragraph) any Specially Serviced Loan or REO Property as to which the Special Servicer receives any Liquidation Proceeds with respect thereto or any Mortgage Loan repurchased by a Mortgage Loan Seller purchased by the related Mortgage Loan Seller, in each case, outside of the applicable cure period (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to:

(a) the lesser of:

(i) the product of (x) 1.0% and (y) the proceeds of such full or discounted payoff or the Net Liquidation Proceeds related to such liquidated or repurchased Mortgage Loan, Specially Serviced Loan or REO Property, as the case may be, in each case exclusive of any portion of such payoff or Net Liquidation Proceeds that represents Penalty Charges; and

(ii) any applicable cap pursuant to Section 3.12(c) of this Agreement;

(b) with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification Fees received by

-41-

the Special Servicer as additional servicing compensation relating to such Specially Serviced Loan, REO Loan or Mortgage Loan, as the case may be;

provided that if a Mortgage Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within 90 days following the related Maturity Date in connection with the full and final pay-off or refinancing of the related Mortgage Loan, the Special Servicer will not be entitled to collect a Liquidation Fee but may collect and retain appropriate fees from the related Borrower in connection with such liquidation.

A Liquidation Fee payable in respect of a Companion Loan shall only be payable from the Liquidation Proceeds received in respect of such Companion Loan.

No Liquidation Fee shall be payable: (a) with respect to the receipt of, or out of, Liquidation Proceeds described in clause (v) of the definition of “Liquidation Proceeds”; (b) with respect to the receipt of, or out of, Liquidation Proceeds described in clause (vi) of the definition of “Liquidation Proceeds” if the subject purchase occurs within 90 days of when the related mezzanine lender’s option to purchase first becomes exercisable; (c) in the case of a repurchase or replacement of a Mortgage Loan (including an REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement (or, in the case of a Companion Loan, the applicable mortgage loan seller pursuant to the terms of the related mortgage loan purchase agreement), if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage Loan within the resolution time period set forth in Section 2.03(e) of this Agreement (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement) or, in the case of a Companion Loan, the applicable mortgage loan seller repurchases or replaces such Companion Loan within the resolution time period set forth in the related mortgage loan purchase agreement; (e) in connection with the purchase of any Defaulted Mortgage Loan or defaulted Companion Loan by the Special Servicer or any Affiliate thereof or the Directing Holder or any Affiliate thereof, if within 90 days after the transfer of the Defaulted Mortgage Loan to Special Servicing; and (f) in connection with a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within the resolution time period set forth in Section 2.03(e) of this Agreement (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e) of this Agreement) or, in the case of a Companion Loan, the applicable mortgage loan seller makes such Loss of Value Payment within the resolution time period set forth in the related mortgage loan purchase agreement.

“Liquidation Proceeds”: Cash amounts (other than Insurance Proceeds, Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral constituting security for a Defaulted Mortgage Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms and conditions of the related Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Mortgage Loan; (iv) the repurchase of a Mortgage Loan or Companion Loan (or related REO Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase or other

-42-

acquisition of all the Mortgage Loans and all property acquired in respect of any Mortgage Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01 of this Agreement; (vi) if there is any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the related Mortgage Loan or Companion Loan by a mezzanine lender; or (vii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(e) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller).

“Loan Agreement”: With respect to any Mortgage Loan or Loan Combination, the loan agreement, if any, between the related Originator and the Borrower, pursuant to which such Mortgage Loan was made.

“Loan Combination”: The Santa Xxxxx Mall Pari Passu Loan Combination, which is identified in the Preliminary Statement.

“Loan Combination Allocation”: With respect to any reimbursements (including Property Advances) under this Agreement and in the related Co-Lender Agreement, and with respect to the Pari Passu Loan Combination, first, from collections on, and proceeds of, the related Mortgage Loan and the related Pari Passu Companion Loan, on a pro rata basis, and, second, if the Property Advance is a Nonrecoverable Advance, from the Collection Account of the Trust.

“Loan Combination Collection Account”: With respect to a Loan Combination, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.05(g) of this Agreement on behalf of the Certificateholders and the related Companion Loan Noteholders, which shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Deutsche Bank Trust Company Americas, as Trustee, for the benefit of Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5 and the Companion Loan Noteholders, Loan Combination Collection Account”. Amounts in the Loan Combination Collection Account applicable to the Companion Loans shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and the Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account.

“Loan Combination Remittance Amount”: For each Distribution Date that the Master Servicer is required to make a distribution to a Companion Loan Noteholder pursuant to Section 3.05(g) of this Agreement and with respect to the Loan Combination and related Mortgaged Property (if it becomes an REO Property), any amount received by the Master Servicer (or, with respect to an REO Property, the Special Servicer) during the related Collection Period that is payable to the Companion Loan Noteholder pursuant to the related Co-Lender Agreement or to be remitted to the Collection Account.

-43-

“Loan Combination REO Account”: As defined in Section 3.15(b) of this Agreement.

“Loan Documents”: With respect to any Mortgage Loan, the documents executed or delivered in connection with the origination or any subsequent modification of such Mortgage Loan or subsequently added to the related Mortgage File. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Lock-Box Account”: With respect to any Mortgaged Property, if applicable, any account created pursuant to the related Loan Documents to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Accounts in accordance with the terms of the related Mortgage Loan. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Lock-Box Agreement”: With respect to any Mortgage Loan, the lock-box agreement, if any, between the related Originator and the Borrower, pursuant to which the related Lock-Box Account, if any, may have been established. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Loss of Value Payment”: As defined in Section 2.03(e) of this Agreement.

“Loss of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.05(d) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of the Grantor Trust or either Trust REMIC.

“Lower-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Deutsche Bank Trust Company Americas, as Trustee, in trust for the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 0000-X0, Xxxxx-Xxxx Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

“Lower-Tier Distribution Amount”: As defined in Section 4.01(a).

“Lower-Tier Principal Balance”: With respect to any Lower-Tier Regular Interest, a principal amount that initially will equal the initial Lower-Tier Principal Balance of such Lower-Tier Regular Interest set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of any distributions of the Lower-Tier Distribution Amount allocable to principal made, and any Realized Losses allocated, with respect to such Lower-Tier Regular Interest on any Distribution Date as provided in Section 4.01 of this Agreement and increased by the amount of any recoveries of Nonrecoverable Advances

-44-

applied to increase the Certificate Balance of its Corresponding Certificates as provided in Section 4.01 of this Agreement.

“Lower-Tier Regular Interests”: The Class LA-1 Interest, the Class LA-2 Interest, the Class LA-3 Interest, the Class LA-4 Interest, the Class LA-AB Interest, the Class LA-S Interest, the Class LB Interest, the Class LC Interest, the Class LD Interest, the Class LE Interest, the Class LF Interest and the Class LG Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Certificate and Corresponding Class X Component, (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance equal to the Lower-Tier Principal Balance thereof set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Weighted Average Net Mortgage Pass-Through Rate from time to time, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01 of this Agreement.

“Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Mortgage Loans (exclusive of Excess Interest), collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account, the Lower-Tier Distribution Account, the REO Account (to the extent of the Trust Fund’s interest therein), the Interest Reserve Account, the Excess Liquidation Proceeds Account, the Interest Deposit Amount and all other property included in the Trust Fund (other than the Loss-of-Value Reserve Fund) that is not in the Upper-Tier REMIC or the Grantor Trust.

“MAI”: Member of the Appraisal Institute.

“Major Decision”: As defined in Section 6.07.

“Management Agreement”: With respect to any Mortgage Loan or Loan Combination, the management agreement, if any, by and between the Manager and the related Borrower, or any successor management agreement between such parties.

“Manager”: With respect to any Mortgage Loan or Loan Combination, any property manager for the related Mortgaged Properties.

“Master Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or any successor master servicer appointed as herein provided.

“Master Servicer Prepayment Interest Shortfall”: As defined in Section 3.17(c) of this Agreement.

“Master Servicer Website”: Shall mean the internet website maintained by the Master Servicer; initially located at “xxx.xxx.xxx/xxxxxxx”.

“Master Servicing Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the one-month loan interest accrual period for the

-45-

immediately preceding related Due Date at the Master Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the Collection Period related to such Distribution Date (without giving effect to payments of principal on such Mortgage Loan on such Due Date). The Master Servicing Fee for any Mortgage Loan shall accrue on the same interest accrual basis as is applicable for interest on such Mortgage Loan. For the avoidance of doubt, with respect to any Companion Loan, no Master Servicing Fee shall accrue or be payable on the principal balance thereof.

“Master Servicing Fee Rate”: A rate per annum equal to 0.01% with respect to the Mortgage Loans.

“Master Servicer Termination Event”: As defined in Section 7.01(a) of this Agreement.

“Material Breach”: As defined in Section 2.03(e) of this Agreement.

“Material Defect”: As defined in Section 2.03(e) of this Agreement.

“Maturity Date”: With respect to any Mortgage Loan or Companion Loan as of any date of determination, the date on which the last payment of principal is due and payable under the related Note, after taking into account all Principal Prepayments received prior to such date of determination, but without giving effect to (i) any acceleration of the principal of such Mortgage Loan by reason of default thereunder or (ii) any grace period permitted by the related Note.

“Modification Fees”: With respect to any Mortgage Loan or Companion Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing). For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification, restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Mortgage Loan or Loan Combination on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap shall exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Loan.

“Modified Mortgage Loan”: Any Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26 of this Agreement in a manner that:

(a) reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to such Specially Serviced Loan);

-46-

(b) except as expressly contemplated by the related Mortgage, results in a release of the lien of the Mortgage on any material portion of the related Mortgaged Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as is), as determined by an Appraisal delivered to the Special Servicer (at the expense of the related Borrower and upon which the Special Servicer may conclusively rely), of the property to be released; or

(c) the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for such Specially Serviced Loan or reduces the likelihood of timely payment of amounts due thereon.

“Monthly Payment”: With respect to any Mortgage Loan or Companion Loan (other than any REO Loan) and any Due Date, the scheduled monthly payment of principal, if any, and interest at the Mortgage Rate, excluding any Balloon Payment (but not excluding any constant monthly debt service payment due on a Balloon Loan at maturity), which is payable by the related Borrower on such Due Date under the related Note. The Monthly Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the related Due Date had the related Note not been discharged, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.

“Moody’s”: Xxxxx’x Investors Service, Inc., or its successor in interest.

“Morningstar”: Morningstar Credit Ratings, LLC, or its successor in interest.

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in a Mortgaged Property securing a Note and the related note(s) in favor of a Companion Loan Noteholder.

“Mortgage File”: With respect to any Mortgage Loan, collectively, the mortgage documents listed in Section 2.01(a)(i) through Section 2.01(a)(xxi) of this Agreement pertaining to such particular Mortgage Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement.

“Mortgage Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement and from time to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified on the Mortgage Loan Schedule as of the Closing Date. Such term shall include any such mortgage loan that has become an REO Loan, any such mortgage loan that has become a Specially Serviced Loan or any such mortgage loan that has been defeased in whole or in part. Unless otherwise indicated, the term “Mortgage Loan” shall not include any related Companion Loan.

“Mortgage Loan Purchase Agreements”: Each of the UBSRES Purchase Agreement, the Barclays Purchase Agreement, the AMF Purchase Agreement, the KeyBank Purchase Agreement and the GECC Purchase Agreement.

-47-

“Mortgage Loan Schedule”: The list of Mortgage Loans included in the Trust Fund as of the Closing Date being attached as Exhibit B to this Agreement, which list shall set forth the following information with respect to each Mortgage Loan:

(a) the Asset Number;

(b) the Mortgage Loan name;

(d) the Mortgage Rate in effect as of the Cut-off Date;

(e) the original principal balance;

(f) the Stated Principal Balance as of the Cut-off Date;

(g) the Maturity Date and, if applicable, the Anticipated Repayment Date for each Mortgage Loan;

(h) the Due Date;

(i) the amount of the Monthly Payment due on the first Due Date following the Cut-off Date;

(j) the Servicing Fee Rate;

(k) whether the Mortgage Loan is an Actual/360 Mortgage Loan;

(l) whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan; and

(m) the Revised Rate of such Mortgage Loan, if any.

Such list may be in the form of more than one list, collectively setting forth all of the information required. A comparable list shall be prepared with respect to each Companion Loan.

“Mortgage Loan Seller Sub-Servicer”: A Sub-Servicer required to be retained by the Master Servicer by a Mortgage Loan Seller, as listed on Exhibit T to this Agreement, or any successor thereto.

“Mortgage Loan Sellers”: Each of UBSRES, Barclays, AMF, KeyBank and GECC.

“Mortgage Pool”: All of the Mortgage Loans and any successor REO Loans, collectively. The Mortgage Pool shall not include the Companion Loans or any related REO Loans.

-48-

“Mortgaged Property”: The underlying property securing a Mortgage Loan, and with respect to a Loan Combination, the related Companion Loan including any REO Property, consisting of a fee simple estate, and, with respect to certain Mortgage Loans, a leasehold estate or both a leasehold estate and a fee simple estate, or a leasehold estate in a portion of the property and a fee simple estate in the remainder, in a parcel of land improved by a commercial or multifamily property, together with any personal property, fixtures, leases and other property or rights pertaining thereto.

“Mortgage Rate”: With respect to each Mortgage Loan or Companion Loan, the annual rate at which interest accrues on such Mortgage Loan during such period (in the absence of a default and excluding Excess Interest), as set forth in the related Note from time to time. The “Mortgage Rate” of a Mortgage Loan for purposes of calculating the Net Mortgage Pass-Through Rate and the Weighted Average Net Mortgage Pass-Through Rate shall be the Mortgage Rate of such Mortgage Loan without giving effect to any Default Rate or any Excess Interest and without taking into account any modification in the interest rate by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers or a modification in interest or principal due to a modification pursuant to Section 3.26 of this Agreement, as applicable.

“Net Condemnation Proceeds”: Condemnation Proceeds, net of any expenses incurred in connection with obtaining such Condemnation Proceeds.

“Net Default Interest”: With respect to any Mortgage Loan for any Distribution Date, an amount equal to the sum of (i) the amount of the aggregate collected Default Interest allocable to such Mortgage Loan received during the most recently ended Collection Period, minus (ii) any portions thereof withdrawn (A) from the applicable Collection Account pursuant to Section 3.06(a)(ix) of this Agreement for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred on the related Mortgage Loan during or prior to such Collection Period, and (B) from each Loan Combination Collection Account pursuant to Section 3.06(b)(ix) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses incurred on the related Loan Combination during or prior to such Collection Period.

“Net Insurance Proceeds”: Insurance Proceeds, net of any expenses incurred in connection with obtaining such Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with prudent and customary servicing practices.

“Net Liquidation Proceeds”: The Liquidation Proceeds received with respect to any Mortgage Loan or Loan Combination net of the amount of Liquidation Expenses incurred with respect thereto.

“Net Mortgage Pass-Through Rate”: With respect to any Mortgage Loan (including an REO Loan) and any Distribution Date, the per annum rate equal to the Mortgage Rate for such Mortgage Loan in effect as of the commencement of the related Collection Period minus, for any such Mortgage Loan, the Administrative Fee Rate.

-49-

Notwithstanding the foregoing, if any Mortgage Loan (including an REO Loan) does not accrue interest on a 30/360 Basis, then the Net Mortgage Pass-Through Rate of such Mortgage Loan for any Distribution Date will be the annualized rate at which interest would have to accrue in respect of such Mortgage Loan on a 30/360 Basis in order to produce the aggregate amount of interest actually accrued (or, in the case of any prepayment or other early liquidation that may have occurred during the relevant one-month period, that would otherwise have accrued) in respect of such Mortgage Loan during the one-month loan interest accrual period for the related Due Date immediately prior to such Distribution Date at the related Mortgage Rate in effect as of the commencement of the related Collection Period less the related Administrative Fee Rate; provided, however, that with respect to each such Mortgage Loan, the Net Mortgage Pass-Through Rate for (i) the Distribution Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined net of any Withheld Amounts from that month and (ii) for the Distribution Date in March (or February if the related Distribution Date is the final Distribution Date), shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding January and/or February, as applicable (including the Interest Deposit Amount in the case of the Distribution Date in March 2013).

“Net Prepayment Interest Excess”: With respect to any Distribution Date, the amount, if any, by which (a) the aggregate of all Prepayment Interest Excesses for all Mortgage Loans collected during the related Collection Period, exceeds (b) the aggregate of all Prepayment Interest Shortfalls for the Mortgage Loans and Companion Loan incurred during such Collection Period.

“Net REO Proceeds”: With respect to each REO Property and the related REO Loan, REO Proceeds with respect to such REO Property net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b) of this Agreement.

“New Lease”: Any lease of an REO Property entered into on behalf of the Lower-Tier REMIC, if such Trust REMIC has the right to renegotiate the terms of such lease, including any lease renewed or extended on behalf of such Trust REMIC.

“No Downgrade Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by such Rating Agency; provided that a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter for which the No Downgrade Confirmation is sought (such written notice, a “Rating Agency Declination”) shall be deemed to satisfy the requirement for the No Downgrade Confirmation from the Rating Agency with respect to such matter. If a Rating Agency has not replied to a request for a No Downgrade Confirmation or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the related requirement for No Downgrade Confirmation, then such requirement may be deemed satisfied subject to the satisfaction of the conditions set forth in Section 3.30 of this Agreement. At any time during which no Certificates are rated by a Rating Agency, no No Downgrade Confirmation shall be required from that Rating Agency. In

-50-

this definition, with respect to a Loan Combination, the term “Rating Agency” shall also refer to each Companion Rating Agency and “Certificates” shall also refer to any Companion Loan Securities then rated by such Companion Rating Agency.

“Non-Reduced Certificates”: As of any date of determination, any Class of Sequential Pay Certificates then outstanding for which (a)(1) the initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate amount of principal (whether as principal prepayments or otherwise) distributed to the Holders of such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts previously allocated to such Class of Certificates as of such date of determination and (z) any Realized Losses previously allocated to such Class of Certificates and not reimbursed as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date of determination.

“Non-U.S. Tax Person”: A person that is not a U.S. Tax Person.

“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Property Advance or Nonrecoverable Workout-Delayed Reimbursement Amounts.

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of a Mortgage Loan or REO Loan which, in the reasonable judgment of the Master Servicer or the Special Servicer, in each case in accordance with the Servicing Standard, or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(c) of this Agreement. In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Mortgage Loan.

“Nonrecoverable Property Advance”: Any Property Advance previously made or proposed to be made in respect of a Mortgage Loan or any REO Property that, in the reasonable judgment of the Master Servicer or the Special Servicer, in each case in accordance with the Servicing Standard, or the Trustee, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the related Mortgage Loan or REO Loan, which shall be evidenced by an officer certificate as provided by Section 3.21(d) of this Agreement. In the case of a Cross-Collateralized Mortgage Loan, such recoverability determination shall take into account the cross-collateralization of the related Cross-Collateralized Mortgage Loan. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Nonrecoverable Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination in accordance with the procedures specified for Nonrecoverable Property Advances or Nonrecoverable P&I

-51-

Advances, as applicable, and taking into account factors such as all other outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related Mortgage Loan or REO Loans or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and REO Properties, from general principal collections in the Collection Account.

“Note”: With respect to any Mortgage Loan as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Mortgage Loan including any amendments or modifications, or any renewal or substitution notes, as of such date.

“Notice of Termination”: Any of the notices given to the Trustee, the Certificate Administrator and the Master Servicer by the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer pursuant to Section 9.01(c) of this Agreement.

“Notional Amount” or “Notional Balance”: As of any date of determination: (i) with respect to each Class of the Class X Certificates, the related Class X Notional Amount as of such date of determination; and (ii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount, as of such date of determination.

“NRSRO”: Any nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Exchange Act.

“NRSRO Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit V or (b) provided electronically and executed by an NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website, that states that such NRSRO is a Rating Agency hired to provide ratings on the Certificates or that such NRSRO has access to the 17g-5 website for the Trust, has provided UBS Securities LLC with the appropriate certifications under Rule 17g-5(e), and will treat all information obtained from the 17g-5 Information Provider’s Website as confidential. In this definition, with respect to a Loan Combination, the term “Rating Agency” shall also refer to each Companion Rating Agency and “Certificates” shall also refer to any Companion Loan Securities then rated by such Companion Rating Agency.

“Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Master Servicer, Special Servicer, Additional Servicer or Operating Advisor customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, or an authorized officer of the Depositor, and delivered to

-52-

the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, as the case may be.

“Offsetting Modification Fees”: With respect to any Mortgage Loan or REO Loan and with respect to any Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (1) such Modification Fees were earned and collected by the Special Servicer (A) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (B) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (2) such Modification Fees were earned in connection with a modification, extension, waiver or amendment of such Mortgage Loan or REO Loan at a time when such Mortgage Loan or REO Loan was a Specially Serviced Loan.

“Operating Advisor”: Situs Holdings, LLC, a Delaware limited liability company, or its successor in interest, or any successor Operating Advisor appointed as herein provided.

“Operating Advisor Annual Report”: As defined in Section 3.31(d)(iv) of this Agreement.

“Operating Advisor Consulting Fee”: A fee for each Major Decision on which the Operating Advisor has consulting rights equal to $12,000 with respect to any Mortgage Loan or such lesser amount as the related Borrower agrees to pay, payable pursuant to Section 3.06 of this Agreement; provided, however, no such fee shall be payable unless paid by the related Borrower; provided, further that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Major Decision; provided, further that the Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction).

“Operating Advisor Fee”: With respect to each Mortgage Loan (including any REO Loan) and for any Distribution Date, an amount accrued during the one-month loan interest accrual period for the immediately preceding related Due Date at the Operating Advisor Fee Rate and on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the Collection Period related to such Distribution Date (without giving effect to payments of principal on such Mortgage Loan on such Due Date). Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC; provided, however, that the Operating Advisor Fee with respect to any Companion Loan shall not be payable from the Lower-Tier REMIC. In this definition, the term “Mortgage Loan”, unless otherwise indicated, shall also refer to any related Companion Loan.

-53-

“Operating Advisor Fee Rate”: With respect to each Interest Accrual Period, with respect to each Mortgage Loan, a rate per annum equal to 0.0011%. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Operating Advisor Standard”: As defined in Section 3.31(b) of this Agreement.

“Operating Advisor Termination Event”: As defined in Section 7.07(a) of this Agreement.

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Special Servicer, the Master Servicer or the Operating Advisor, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion of counsel relating to (a) qualification of either Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any income or property of either Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), (c) qualification of the Grantor Trust as a grantor trust or (d) a resignation of the Master Servicer or the Special Servicer pursuant to Section 6.04(b) of this Agreement, must be an opinion of counsel who is Independent of the Depositor, the Master Servicer and the Special Servicer.

“Originator”: With respect to any Mortgage Loan, either (i) the related Mortgage Loan Seller or (ii) if such Mortgage Loan was acquired by the related Mortgage Loan Seller, the originator of such Mortgage Loan.

“Other Certificate Administrator”: With respect to any Companion Loan Securitization Agreement, the related certificate administrator thereunder.

“Other Depositor”: With respect to any Companion Loan Securitization Agreement, the related depositor thereunder.

“Other Securitization”: Any commercial mortgage securitization trust that holds a Companion Loan or any successor REO Loan with respect thereto.

“Other Servicer”: With respect to any Companion Loan Securitization Agreement, the related master servicer thereunder.

“Other Special Servicer”: With respect to any Companion Loan Securitization Agreement, the related special servicer thereunder.

“Ownership Interest”: Any record or beneficial interest in a Class R or Class LR Certificate.

“P&I Advance”: As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to and without duplication, payment or reimbursement of interest thereon at the Advance Rate.

-54-

“P&I Advance Determination Date”: With respect to any Distribution Date, the second Business Day prior to such Distribution Date.

“Pass-Through Rate”: With respect to each Class of Regular Certificates, the rate for such Class as set forth below:

Class		Pass-Through Rate
Class A-1		Class A-1 Pass-Through Rate
Class A-2		Class A-2 Pass-Through Rate
Class A-3		Class A-3 Pass-Through Rate
Class A-4		Class A-4 Pass-Through Rate
Class A-AB		Class A-AB Pass-Through Rate
Class A-S		Class A-S Pass-Through Rate
Class X-A		Class X-A Pass-Through Rate
Class X-B		Class X-B Pass-Through Rate
Class B		Class B Pass-Through Rate
Class C		Class C Pass-Through Rate
Class D		Class D Pass-Through Rate
Class E		Class E Pass-Through Rate
Class F		Class F Pass-Through Rate
Class G		Class G Pass-Through Rate

With respect to each Class of Lower-Tier Regular Interests, the Weighted Average Net Mortgage Pass-Through Rate for the applicable Distribution Date.

“Paying Agent”: The paying agent appointed pursuant to Section 5.04 of this Agreement or, if none is so appointed, the Certificate Administrator.

“PCAOB”: The Public Company Accounting Oversight Board.

“Penalty Charges”: With respect to any Mortgage Loan or Companion Loan (or successor REO Loan), any amounts collected thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any Yield Maintenance Charge and any Excess Interest.

“Percentage Interest”: As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related Class. With respect to any Certificate (except the Class V, Class R and Class LR), the percentage interest is equal to the initial denomination of such Certificate divided by the initial Certificate Balance or Notional Balance, as applicable, of the applicable Class of Certificates. With respect to any Class V, Class R or Class LR Certificate, the percentage interest is set forth on the face thereof.

“Performance Certification”: As defined in Section 10.08.

“Performing Loan”: A Mortgage Loan or Loan Combination that is not a Specially Serviced Loan or REO Loan.

“Performing Party”: As defined in Section 10.14.

-55-

“Permitted Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency shall have provided a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities:

(a) direct obligations of, or obligations fully guaranteed as to payment of principal and interest by, with maturities of not more than 365 days, the United States or any agency or instrumentality thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to its maturity;

(b) Federal Housing Administration debentures, with maturities of not more than 365 days;

(c) obligations, with maturities of not more than 365 days, of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated systemwide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to their maturity;

(d) federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements, with maturities of not more than 365 days, of any bank, (A)(1) in the case of such investments with maturities of thirty (30) days or less, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “A1” by Xxxxx’x, (3) in the case of such investments with maturities of six (6)

-56-

months or less, but more than three (3) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x, and (4) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (or, in each case, if permitted by the related Mortgage Loan, if not rated by Xxxxx’x, otherwise acceptable to Xxxxx’x, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates), and (B) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation) and, if it has a term in excess of three months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by Fitch (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency, and in any such case as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that the investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to its maturity;

(e) fully Federal Deposit Insurance Corporation-insured demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, with maturities of not more than 365 days, any bank or trust company, savings and loan association or savings bank, and, if such demand and time deposits in, or certificates of deposit of, or bankers’ acceptances are not fully insured by the Federal Deposit Insurance Corporation, (A)(1) in the case of such investments with maturities of thirty (30) days or less, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “A1” by Xxxxx’x, (3) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligation of which are rated at least “Aa3” by Xxxxx’x, and (4) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (or, in each case, if permitted by the related Mortgage Loan, if not rated by Xxxxx’x, otherwise acceptable to Xxxxx’x, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates), and (B) the short-term obligations of such bank or trust company, savings and loan association or savings bank are rated in the highest short-term debt rating category of Fitch (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by Fitch (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency, and in any such case as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to their maturity;

(f) debt obligations with maturities of not more than 365 days, (A)(1) in the case of such investments with maturities of thirty (30) days or less, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “A1” by Xxxxx’x, (3) in the case of such investments with maturities of six (6) months or less, but more than

-57-

three (3) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x, and (4) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (or, in each case, if permitted by the related Mortgage Loan, if not rated by Xxxxx’x, otherwise acceptable to Xxxxx’x, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates), and (B) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by Fitch (or, if not rated by any such Rating Agency, otherwise acceptable to such Rating Agency), and in any such case as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to its maturity;

(g) commercial paper (including both non-interest-bearing discount obligations and interest-bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) with maturities of not more than 365 days, (A)(1) in the case of such investments with maturities of thirty (30) days or less, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x or the long term obligations of which are rated at least “A2” by Xxxxx’x, (2) in the case of such investments with maturities of three (3) months or less, but more than thirty (30) days, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “A1” by Xxxxx’x, (3) in the case of such investments with maturities of six (6) months or less, but more than three (3) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated at least “Aa3” by Xxxxx’x, and (4) in the case of such investments with maturities of more than six (6) months, the short term obligations of which are rated in the highest short term rating category by Xxxxx’x and the long term obligations of which are rated “Aaa” by Xxxxx’x (or, in each case, if permitted by the related Mortgage Loan, if not rated by Xxxxx’x, otherwise acceptable to Xxxxx’x, as confirmed in writing that such investment would not, in and of itself, result in a downgrade, qualification or withdrawal of the then current ratings assigned to the Certificates), and (B) the short-term obligations of which are rated in the highest short-term debt rating category of Fitch (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation) and, if it has a term in excess of six months, the long-term debt obligations of which are rated “AAA” (or the equivalent) by Fitch (or, if not rated any such Rating Agency, otherwise acceptable to such Rating Agency, as confirmed in a No Downgrade Confirmation relating to the Certificates); provided, however, that each investment described in this clause must (A) have a predetermined fixed dollar amount of

-58-

principal due at maturity, which cannot vary or change, (B) if bearing a variable rate of interest, have its interest rate tied to a single interest rate index plus a fixed spread (if any) and move proportionately with that index, and (C) not be subject to liquidation prior to their maturity;

(h) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime Obligation Money Market Fund (the “Fund”)) so long as any such fund is rated in the highest short-term unsecured debt ratings category by Fitch and Xxxxx’x (or, if not rated by any such Rating Agency, an equivalent (or higher) rating by any two other NRSROs, which may include Fitch and Xxxxx’x) or otherwise acceptable to such Rating Agency, in any such case as confirmed in a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

(i) any other demand, money market or time deposit, demand obligation or any other obligation, security or investment, provided that the Master Servicer, Special Servicer or Certificate Administrator, as applicable, has received a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities; and

(j) such other demand, money market or time deposit, demand obligation or any other obligation, security or investment that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (a) - (h) above, with respect to which a No Downgrade Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such demand, money market or time deposit, demand obligation or any other obligation, security or investment;

provided, however, that no instrument or security shall be a Permitted Investment (a) unless such instrument is a “cash flow investment” earning a passive return in the nature of interest pursuant to Section 860G(a)(6) of the Code or (b) if (i) such instrument or security evidences a right to receive only interest payments or (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment or (c) if it may be redeemed of a price below the purchase price. No Permitted Investment may be purchased at a price in excess of par or sold prior to maturity if such sale would result in a loss of principal or a tax on a prohibited transaction under Section 860F of the Code.

“Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions or fees and appraisal fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to any Mortgage Loan, Loan Combination or REO Property, in each case, in accordance with Article III of this Agreement.

“Permitted Transferee”: With respect to a Class R or Class LR Certificate, any Person or agent thereof that is a Qualified Institutional Buyer or an Affiliated Person, other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any

-59-

Class R or Class LR Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Disqualified Non-U.S. Tax Person, (d) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Tax Person, (e) a U.S. Tax Person with respect to whom income on the Residual Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Tax Person, or (e) a Plan or any Person investing the assets of a Plan.

“Person”: Any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Plan”: As defined in Section 5.02(k) of this Agreement.

“Prepayment Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.

“Prepayment Interest Excess”: With respect to any Distribution Date, with respect to each Mortgage Loan that was subject to a Principal Prepayment in full or in part, or as to which Insurance Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loan, in each case after the Due Date in the month of such Distribution Date and on or prior to the related Determination Date, the amount of interest accrued at the Mortgage Rate for such Mortgage Loan on the amount of such Principal Prepayment, or the early recovery of principal included as part of such Insurance Proceeds or Condemnation Proceeds, as the case may be, after the Due Date in the related Collection Period and accruing in the manner set forth in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard to any Yield Maintenance Charge or Excess Interest actually collected).

“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Mortgage Loan (including any related Companion Loan) that was subject to a Principal Prepayment in full or in part and which did not include a full month’s interest, or as to which Insurance Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Mortgage Loan, in each case after the Due Date in the calendar month preceding such Distribution Date but prior to the Due Date in the related Collection Period, the amount of interest that would have accrued at the Mortgage Rate (net of the Administrative Fee Rate) for such Mortgage Loan on the amount of such Principal Prepayment, or the early recovery of principal included as part of such Insurance Proceeds or Condemnation Proceeds, as the case may be, together with any Trustee/Certificate Administrator Fees and Operating Advisor Fees for such Mortgage Loan that actually did accrue, during the period commencing on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the unpaid principal balance of the Mortgage Loan and ending on (and including) the day immediately preceding the Due Date in the related Collection Period (without regard to any Yield Maintenance Charge, Default Interest or Excess Interest actually collected).

-60-

“Primary Servicing Fee Rate”: (A) With respect to each Mortgage Loan, a rate per annum equal to the Servicing Fee Rate set forth on Exhibit B to this Agreement, minus the Master Servicing Fee Rate, and (B) with respect to the Santa Xxxxx Mall Pari Passu Companion Loan, a rate per annum equal to 0.01%.

“Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

“Principal Distribution Amount”: For any Distribution Date, an amount equal to (i) the sum of (without duplication):

(a) the principal component of all scheduled Monthly Payments (other than Balloon Payments) due on the Mortgage Loans (including REO Loans) on the related Due Date (if received prior to the Servicer Remittance Date or advanced);

(b) the principal component of all Assumed Scheduled Payments due on the related Due Date (if received during the related Collection Period or advanced) with respect to any Mortgage Loan (including an REO Loan) that is delinquent in respect of its Balloon Payment;

(c) the Stated Principal Balance of each Mortgage Loan (including an REO Loan) that was, during the related Collection Period, repurchased from the Trust Fund in connection with a Breach or Defect pursuant to or as contemplated by Section 2.03 of this Agreement, purchased pursuant to Section 3.16 of this Agreement, or purchased from the Trust Fund pursuant to Section 9.01 of this Agreement;

(d) the portion of Unscheduled Payments allocable to previously unadvanced principal of any Mortgage Loan (including an REO Loan) that was liquidated during the related Collection Period;

(e) the principal component of all Balloon Payments and any other principal payment on any Mortgage Loan received on or after the Maturity Date thereof, to the extent received during the related Collection Period and not previously advanced;

(f) all other Principal Prepayments on Mortgage Loans received in the related Collection Period; and

(g) any other full or partial recoveries in respect of principal of Mortgage Loans (including REO Loans), including Net Insurance Proceeds, Net Liquidation Proceeds and Net REO Proceeds received during the related Collection Period (net of any related outstanding P&I Advances allocable to principal, but including any amount related to the Loss of Value Payments to the extent that such amount was transferred into

-61-

the Collection Account pursuant to Section 3.06(e) of this Agreement during the related Collection Period),

as reduced by (ii) any (1) Nonrecoverable Advances plus interest on such Nonrecoverable Advances that are paid or reimbursed from principal collections on the Mortgage Pool in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date and (2) Workout-Delayed Reimbursement Amounts that were paid or reimbursed from principal collections on the Mortgage Pool in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date (provided that, in the case of clauses (1) and (2) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Pool are subsequently recovered on the related Mortgage Loan (including an REO Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the Collection Period in which such recovery occurs).

The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

“Principal Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Companion Loan which is received in advance of its scheduled Due Date and that is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

“Principals”: Collectively, the Initial Purchasers and the Underwriters.

“Private Certificate”: Each of the Class A-S, Class X-A, Class X-B, Class B, Class EC, Class C, Class D, Class E, Class F, Class G, Class V, Class LR and Class R Certificates.

“Private Global Certificate”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates with respect to the Class A-S, Class X-A, Class X-B, Class B, Class EC, Class C, Class D, Class E, Class F and Class G Certificates if and so long as such class of Certificates is registered in the name of a nominee of the Depository.

“Private Placement Memorandum”: Means the Private Placement Memorandum, dated February 15, 2013, relating to the offering of the Class A-S, Class X-A, Class X-B, Class B, Class EC, Class C, Class D, Class E, Class F, Class G, Class LR and Class R Certificates.

“Privileged Information”: Any (i) correspondence or other communications between the Directing Holder and the Special Servicer related to any Specially Serviced Loan or the exercise of the consent or consultation rights of the Directing Holder under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or other interested party, and (iii) information subject to attorney-client privilege.

“Privileged Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing

-62-

such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (as evidenced by an Officer’s Certificate delivered to each of the Special Servicer, the Directing Holder with respect to such Mortgage Loan, the Certificate Administrator and the Trustee), required by law to disclose such information.

“Privileged Person”: The Depositor, each Underwriter, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator, the Directing Holder (so long as no Consultation Termination Event has occurred and is continuing), a designee of the Depositor (including any Financial Market Publisher) and any other person who delivers to the Certificate Administrator an Investor Certification and each Companion Loan Noteholder (or its designee) who delivers a certification substantially in the form of Exhibit L-3 to this Agreement. For purposes of obtaining information or access to the Certificate Administrator’s Website, Privileged Persons who are a Borrower, a Manager, an Affiliate of any of the foregoing or an agent of any Borrower shall be prohibited from obtaining such information or access pursuant to the terms of this Agreement (other than the Distribution Date Statement, the Prospectus Supplement and any reports on Forms 10-D, 10-K and 8-K that have been filed with the Commission).

“Prohibited Party”: Any proposed Servicing Function Participant (i) that is listed on the Depositor’s Do Not Hire List or (ii) for which the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee that seeks to retain such Servicing Function Participant has actual knowledge obtained by written notice or through actual experience that such party at any point prior to such hiring, assignment or transfer failed to comply with the Servicing Function Participant’s obligations under Regulation AB with respect to the Trust or any other securitization.

“Property Advance”: As to any Mortgage Loan or Loan Combination, any advance made by the Master Servicer or the Trustee, as applicable, in respect of Property Protection Expenses or any out-of-pocket expenses incurred to protect, preserve and enforce the security for a Mortgage Loan or Loan Combination or to pay taxes and assessments or insurance premiums with respect to the related Mortgaged Property, to the extent the making of any such advance is specifically provided for in this Agreement, including, but not limited to, as provided in Section 3.02 and Section 3.21 of this Agreement, as applicable. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate. Notwithstanding anything to the contrary, “Property Advance” shall not include allocable overhead of the Master Servicer or the Special Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property.

“Property Protection Expenses”: With respect to any Mortgage Loan and any related Companion Loan, any out-of-pocket costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(c) or Section 3.24(a) of this

-63-

Agreement or indicated herein as being payable as a Property Advance or as a cost or expense of the Trust Fund (and, in the case of a Loan Combination, the related Companion Loan Noteholders pursuant to the applicable Loan Combination Allocation) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account. Notwithstanding anything to the contrary, “Property Protection Expenses” shall not include allocable overhead of the Master Servicer or the Special Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of a Mortgage Loan or REO Property.

“Prospectus”: The Depositor’s Prospectus, dated February 8, 2013, as supplemented by the Prospectus Supplement, relating to the offering of the Publicly Offered Certificates.

“Prospectus Supplement”: That certain prospectus supplement dated February 15, 2013, relating to the Publicly-Offered Certificates, that is a supplement to the Prospectus.

“PTCE”: Prohibited Transaction Class Exemption.

“Publicly Offered Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-AB Certificates.

“Publicly Offered Global Certificates”: Each of the Publicly Offered Certificates, if and so long as the applicable Class of Publicly Offered Certificates is registered in the name of the Depository.

“Purchase Price”: With respect to any Mortgage Loan (or REO Property), a cash price equal to the aggregate of (a) the outstanding principal balance of such Mortgage Loan (or the related REO Mortgage Loan) as of the date of purchase less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund attributable to such Mortgage Loan (or REO Property), (b) all accrued and unpaid interest on such Mortgage Loan (or the related REO Mortgage Loan) at the related Mortgage Rate to, but not including, the Due Date occurring in the Collection Period during which the applicable purchase or repurchase occurs (exclusive, however, of any portion of such accrued but unpaid interest that represents Default Interest), (c) all related unreimbursed Property Advances (together with Unliquidated Advances in respect of prior Property Advances) together with any unpaid Advance Interest Amount on all related Property Advances (without duplication with Unliquidated Advances described in the immediately preceding parenthetical clause) that were previously reimbursed out of collections on other Mortgage Loans and/or REO Properties relating to other Mortgage Loans, if any, (d) all accrued and unpaid Advance Interest Amount with respect to any related P&I Advances made with respect to the subject Mortgage Loan or related REO Loan. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall also include the related Companion Loan if the context so requires.

“Qualified Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of commercial mortgage loans, and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly

-64-

owned by the Master Servicer or the Special Servicer, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the Master Servicer or the Special Servicer, as applicable.

“Qualified Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.

“Qualified Insurer”: As used in Section 3.08 of this Agreement,

(i) (A) in the case of each Mortgage Loan, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least (1) “A-” by Fitch (or, if not rated by Fitch, an equivalent rating (or higher) by (A) any two other NRSROs, or (B) one other NRSRO and AM Best) and (2) “A3” by Xxxxx’x (or, if not rated by Xxxxx’x, at least “A” by S&P), and

(ii) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d) of this Agreement, a company that shall have a claim paying ability with any one of the following ratings: (1) “A-” or better by Fitch, (2) “A3” or better by Xxxxx’x, (3) “A-” or better by S&P and/or (4) “A:X” or better by A.M. Best,

unless in any such case the related Rating Agency (and, if applicable, Companion Rating Agency) has provided a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities (subject to the foregoing exceptions).

“Qualified Mortgage”: A Mortgage Loan that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage), or any substantially similar successor provision.

“Qualifying Substitute Mortgage Loan”: A mortgage loan which must, on the date of substitution: (i) have an outstanding Stated Principal Balance, after application of all scheduled payments of principal and/or interest due during or prior to the month of substitution, whether or not received, not in excess of the Stated Principal Balance of the Removed Mortgage Loan as of the Due Date in the calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the Removed Mortgage Loan; (iii) have the same Due Date as the Removed Mortgage Loan; (iv) accrue interest on the same basis as the Removed Mortgage Loan (for example, on the basis of a 360-day year and the actual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more than two years less than, the remaining term to stated maturity of the Removed Mortgage Loan; (vi) have an original loan to value ratio not higher than that of the Removed Mortgage Loan and a current loan to value ratio not higher than the then current loan-to-value ratio of the Removed Mortgage Loan; (vii) materially comply as of the date of substitution with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have an Environmental Report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property and that will be delivered as a part of the related Servicing File; (ix) have an original Debt Service Coverage Ratio of not less than the original

-65-

Debt Service Coverage Ratio of the Removed Mortgage Loan and a current Debt Service Coverage Ratio of not less than the current Debt Service Coverage Ratio of the Removed Mortgage Loan; (x) be determined by an Opinion of Counsel (at the applicable Mortgage Loan Seller’s expense) to be a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of the Code; (xi) not have a maturity date after the date that is three years prior to the Rated Final Distribution Date; (xii) not be substituted for a Removed Mortgage Loan unless the Certificate Administrator and the Trustee has received prior No Downgrade Confirmation from each Rating Agency (the cost, if any, of obtaining such No Downgrade Confirmation to be paid by the applicable Mortgage Loan Seller) (provided that no such No Downgrade Confirmation from any Rating Agency shall be required with respect to any Companion Loan Securities); (xiii) have been approved by the Controlling Class Representative (for so long as no Control Termination Event has occurred and is continuing); (xiv) prohibit defeasance within two years after the Closing Date; and (xv) not be substituted for a Removed Mortgage Loan if it would result in the termination of the REMIC status of either Trust REMIC or the imposition of tax on either such Trust REMIC other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement, as determined by an Opinion of Counsel. In the event that one or more mortgage loans are substituted for one or more Removed Mortgage Loans, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and the rates described in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual Mortgage Rate shall be lower than the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the Weighted Average Net Mortgage Pass-Through Rate) of any Class of Sequential Pay Certificates having an outstanding Certificate Balance. When a Qualifying Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Operating Advisor, the Trustee and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder.

“Rated Final Distribution Date”: The Distribution Date in March 2046.

“Rating Agency”: With respect to any matter affecting any Mortgage Loan or any Class of Certificates, any of Fitch, Xxxxx’x or KBRA.

The term “Rating Agency” as used in Sections 3.09, 3.14, 3.17, 3.22, 3.30, 6.01, 6.04, 7.01, 7.02 and 7.03 of this Agreement with respect to any Companion Loan or Companion Loan Securities, as the case may be, shall also generally refer to any related Companion Rating Agency.

“Rating Agency Declination”: As defined in the definition of “No Downgrade Confirmation” in this Agreement.

“Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 3.14(d) of this Agreement.

“Real Property”: Land or improvements thereon such as buildings or other inherently permanent structures thereon (including items that are structural components of the buildings or structures), in each such case as such terms are used in the REMIC Provisions.

-66-

“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Sequential Pay Certificates after giving effect to distributions of principal on such Distribution Date exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Pool that will be outstanding immediately following such Distribution Date (for purposes of this calculation only, not giving effect to any reductions of the Stated Principal Balance for principal payments received on the Mortgage Loans in the Mortgage Pool that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances).

“Reassignment of Assignment of Leases, Rents and Profits”: As defined in Section 2.01(a)(viii) of this Agreement.

“Record Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs.

“Regular Certificates”: The Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-AB, Class A-S, Class X-A, Class X-B, Class B, Class C, Class D, Class E, Class F and Class G Certificates.

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1123, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in the adopting release (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

“Regulation D”: Regulation D under the Securities Act.

“Regulation S”: Regulation S under the Securities Act.

“Regulation S Global Certificate”: With respect to any Class of Private Certificates (excluding the Class LR and Class R Certificates) held in whole or in part in book-entry form and offered and sold outside of the United States in reliance on Regulation S, a single global Certificate, or multiple global Certificates collectively, in definitive, fully registered form without interest coupon, each of which Certificates bears a Regulation S Legend.

“Regulation S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires such interest pursuant to Regulation S.

“Regulation S Legend”: With respect to any Class of Private Certificates (excluding the Class LR and Class R Certificates) offered and sold to non-“U.S. persons” in “offshore transactions”, as defined in, and in reliance on, Regulation S, a legend generally to the effect that such Certificates may not be offered, sold, pledged or otherwise transferred in the United States or to a “U.S. person” as defined in Regulation S prior to the Release Date except pursuant to an exemption from the registration requirements of the Securities Act.

-67-

“Regulation S Transfer Certificate”: As defined in Section 5.02(c)(i)(B) of this Agreement.

“Relevant Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Master Servicer and the Special Servicer, on Schedule II to this Agreement). For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the Master Servicer or the Special Servicer, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Master Servicer or the Special Servicer that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant based on the functions it has been engaged to perform.

“REMIC”: A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code and the REMIC Provisions.

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Section 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

“Removed Mortgage Loan”: A Mortgage Loan which is repurchased from the Trust Fund or as to which one or more Qualifying Substitute Mortgage Loans are substituted, in either case pursuant to the terms of the related Mortgage Loan Purchase Agreement and this Agreement.

“Rents from Real Property”: With respect to any REO Property, gross income of the character described in Section 856(d) of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:

(a) except as provided in Section 856(d)(4) or (6) of the Code, any amount received or accrued, directly or indirectly, with respect to such REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);

(b) any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) and (d)(5) of the Code;

(c) any amount received or accrued, directly or indirectly, with respect to such REO Property if any Person Directly Operates such REO Property;

(d) any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such REO Property within the meaning of Treasury

-68-

Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and

(e) rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.

“REO Account”: As defined in Section 3.15(b) of this Agreement.

The term “REO Account” as used in the definition of “Trust” and in Sections 3.07, 3.08, 3.12, 3.15, 3.16, 4.05, 7.01, 8.03 and 11.09 of this Agreement with respect to a Companion Loan or Loan Combination, shall generally refer to the related Loan Combination REO Account.

“REO Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property.

“REO Proceeds”: With respect to any REO Property and the related REO Loan, all revenues received by the Special Servicer with respect to such REO Property or REO Loan which do not constitute proceeds in connection with the sale of such REO Property.

“REO Property”: A Mortgaged Property title to which has been acquired by the Special Servicer on behalf of the Trust Fund (and, in the case of a Loan Combination, the related Companion Loan Noteholders) through foreclosure, deed in lieu of foreclosure or otherwise.

“Replacement Mortgage Loan”: Any Qualifying Substitute Mortgage Loan that is substituted for one or more Removed Mortgage Loans.

“Reportable Event”: As defined in Section 10.09.

“Reporting Servicer”: As defined in Section 10.12 of this Agreement.

“Repurchase Communication”: For purposes of Section 2.03(d) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.

“Repurchase Price”: With respect to any Mortgage Loan to be repurchased or purchased pursuant to or as contemplated by Section 2.03(e) of this Agreement, or any Specially Serviced Loan or any REO Loan to be sold pursuant to Section 3.16 of this Agreement, an amount, calculated by the Master Servicer or the Special Servicer, as applicable, equal to:

(a) the outstanding principal balance of such Mortgage Loan as of the date of purchase; plus

(b) all accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time to but not including the immediately succeeding Due Date after such purchase, but excluding any yield maintenance or other prepayment penalty; plus

-69-

(c) all related unreimbursed Property Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special Servicing Fees and Workout Fees allocable to such Mortgage Loan; plus

(d) any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan; plus

(e) all Additional Trust Fund Expenses allocable to such Mortgage Loan; plus

(f) if such Mortgage Loan (or related REO loan) is being purchased by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account (or, if applicable, the related Loan Combination Collection Account), plus accrued and unpaid interest thereon at the Advance Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee.

“Repurchase Request”: As defined in Section 2.03(d) of this Agreement.

“Repurchase Request Recipient”: As defined in Section 2.03(d) of this Agreement.

“Repurchase Request Withdrawal”: As defined in Section 2.03(d) of this Agreement.

“Request for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this Agreement.

“Requesting Party”: As defined in Section 3.30(a) of this Agreement.

“Reserve Accounts”: With respect to any Mortgage Loan or Loan Combination, reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the related Mortgage Loan and Section 3.07 of this Agreement, which Person shall be taxed on all reinvestment income or gain thereon. The Master Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under the related Loan Documents for the related Mortgage Loan or Loan Combination.

“Residual Certificates”: The Class R and Class LR Certificates, collectively.

-70-

“Resolution Extension Period” shall mean:

(a) for purposes of remediating a Material Breach with respect to any Mortgage Loan, the 90-day period following the end of the applicable Initial Resolution Period;

(b) for purposes of remediating a Material Defect with respect to any Mortgage Loan that is not a Specially Serviced Loan at the commencement of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of such Initial Resolution Period and (ii) the 45th day following the applicable Mortgage Loan Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to such Mortgage Loan subsequent to the end of such Initial Resolution Period;

(c) for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a not a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

(d) for purposes of remediating a Material Defect with respect to any Mortgage Loan that is a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, zero (-0-) days; provided that, if the applicable Mortgage Loan Seller did not receive written notice from the Master Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.

“Responsible Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust officers furnished to the Master Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended. When used with respect to the Operating Advisor, any officer of the Operating Advisor, and in the case of any certification required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of officers furnished to the Master Servicer by the Operating Advisor, as such list may from time to time be amended.

-71-

“Restricted Certificate”: As defined in Section 5.02(k) of this Agreement.

“Restricted Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which the Certificates are first offered to persons other than the Initial Purchasers and any other distributor (as defined in Regulation S) of the Certificates and (b) the Closing Date.

“Revised Rate”: With respect to those Mortgage Loans on the Mortgage Loan Schedule indicated as having a revised rate, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.

“Rule 15Ga-1”: Rule 15Ga-1 under the Exchange Act.

“Rule 17g-5”: Rule 17g-5 under the Exchange Act.

“Rule 144A”: Rule 144A under the Securities Act.

“Rule 144A Global Certificate”: With respect to any Class of Private Certificates (excluding the Class R and Class LR Certificates) held in whole or in part in book-entry form, a single global Certificate, or multiple global Certificates collectively, registered in the name of the Depository or its nominee, in definitive, fully registered form without interest coupons, each of which Certificates bears a Qualified Institutional Buyer CUSIP number and does not bear a Regulation S Legend.

“S&P”: Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or its successor in interest.

“Santa Xxxxx Mall Co-Lender Agreement”: That certain Co-Lender Agreement, dated as of February 28, 2013, by and between UBSRES, as initial Lead Lender, and UBSRES, as initial Non-Lead Lender, as from time to time amended, supplemented or modified.

“Santa Xxxxx Mall Mortgage Loan”: As defined in the Preliminary Statement.

“Santa Xxxxx Mall Pari Passu Companion Loan”: As defined in the Preliminary Statement.

“Santa Xxxxx Mall Pari Passu Loan Combination”: As defined in the Preliminary Statement.

“Santa Xxxxx Mall Pari Passu Companion Loan Noteholder”: The holder of the Note for the Santa Xxxxx Mall Pari Passu Companion Loan.

“Xxxxxxxx-Xxxxx Act”: The Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including any interpretations thereof by the Commission’s staff).

“Xxxxxxxx-Xxxxx Certification”: As defined in Section 10.08 of this Agreement.

-72-

“SEC”: The U.S. Securities and Exchange Commission.

“Securities Act”: The Securities Act of 1933, as it may be amended from time to time.

“Securities Legend”: As defined in Section 5.02(c)(iii) of this Agreement.

“Sequential Pay Certificates”: The Class X-0, Xxxxx X-0, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F and Class G Certificates.

“Service(s)(ing)”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loans or any other assets of the Trust by an entity that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is referenced in the disclosure requirements set forth in Item 1108 of Regulation AB. For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities market.

“Servicer”: As defined in Section 10.17.

“Servicer Notice”: As defined in Section 10.17.

“Servicer Remittance Date”: With respect to any Distribution Date, the Business Day preceding such Distribution Date.

“Servicer Termination Event”: A Master Servicer Termination Event or Special Servicer Event Termination Event, as applicable.

“Servicing Compensation”: With respect to any Collection Period and the related Distribution Date, the related Servicing Fee, Net Prepayment Interest Excess, if any, and any other fees, charges or other amounts payable to the Master Servicer under this Agreement for such period.

“Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time.

“Servicing Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the one-month loan interest accrual period for the immediately preceding related Due Date at the respective Servicing Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the Collection Period related to such Distribution Date (without giving effect to payments of principal on such Mortgage Loan on such Due Date). The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. In connection with any Principal Prepayment with respect to a Mortgage Loan during a Collection Period on a day other than its Due Date, the Servicing Fee on the amount of such Principal Prepayment for the related Distribution Date shall only accrue through the date of such Principal Prepayment unless the related Borrower is required to pay a full month of interest in connection with such Principal Prepayment in accordance with the terms of the related Loan Documents. For the avoidance of doubt, the Servicing Fee with respect to each Mortgage Loan shall be deemed payable from the Lower-Tier REMIC; provided, however, that the Servicing

-73-

Fee with respect to any Companion Loan shall not be deemed payable from the Lower-Tier REMIC. In this definition, the term “Mortgage Loan”, unless otherwise indicated, shall also refer to any related Companion Loan.

“Servicing Fee Amount”: With respect to the Master Servicer and any date of determination, the aggregate of the products obtained by multiplying, for each Mortgage Loan, (a) the Stated Principal Balance of such Mortgage Loan as of the end of the immediately preceding Collection Period and (b) the difference between the Servicing Fee Rate for such Mortgage Loan over the servicing fee rate (if any) applicable to such Mortgage Loan as specified in any Sub-Servicing Agreement related to such Mortgage Loan. With respect to each Sub-Servicer or Mortgage Loan Seller Sub-Servicer and any date of determination, the aggregate of the products obtained by multiplying, for each Mortgage Loan serviced by such Sub-Servicer or Mortgage Loan Seller Sub-Servicer, (a) the Stated Principal Balance of such Mortgage Loan as of the end of the immediately preceding Collection Period and (b) the servicing fee rate specified in the related Sub-Servicing Agreement for such Mortgage Loan. In this definition, the term “Mortgage Loan” shall also refer to any related Companion Loan.

“Servicing Fee Rate”: (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related Primary Servicing Fee Rate, if any, which sum is set forth on Exhibit B to this Agreement, and (B) with respect to each Companion Loan, the applicable Primary Servicing Fee Rate.

“Servicing File”: As defined in the related Mortgage Loan Purchase Agreement.

“Servicing Function Participant”: Any Person, other than the Master Servicer, the Special Servicer or the Operating Advisor, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB.

“Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved in, or responsible for, the administration and servicing of the Mortgage Loans and any related Companion Loan, or this Agreement and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the Certificate Administrator, the Operating Advisor and the Trustee by the Master Servicer or the Special Servicer, as applicable, as such list may from time to time be amended.

“Servicing Standard”: With respect to the Master Servicer (with respect to the Mortgage Loans) and the Special Servicer (with respect to the Specially Serviced Loans and REO Loans), to diligently service and administer the Mortgage Loans (and any related Companion Loans), Specially Serviced Loans and REO Loans for which each is responsible in the Certificateholders’ Best Interests, as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment in accordance with applicable law, the terms of this Agreement, the terms of the related Co-Lender Agreement, as

-74-

applicable, and the applicable Mortgage Loans or applicable Loan Combinations, as applicable, and to the extent not inconsistent with the foregoing, in accordance with the higher of the following standards of care:

(a) the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing their own mortgage loans with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or, in the case of Defaulted Mortgage Loans, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, in the event the Loan Documents are silent, at the Calculation Rate) on the applicable Mortgage Loans, and in the best interests of the Trust and in the Certificateholders’ Best Interests, as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment); and

(b) the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers commercial and multifamily mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be, with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or, in the case of Defaulted Mortgage Loans, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, in the event the Loan Documents are silent, at the Calculation Rate) on the applicable Mortgage Loans, and in the best interests of the Trust and in the Certificateholders’ Best Interests, as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment),

but without regard to any potential conflict of interest arising from (a) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or Companion Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer; (c) the Master Servicer’s obligation to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation, any mezzanine financing); and (g) any obligation of the Master Servicer or any Affiliate thereof, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or any Affiliate thereof is a Mortgage Loan Seller).

-75-

“Servicing Transfer Event”: An event specified in the definition of Specially Serviced Loan.

“Significant Obligor”: Any “Significant Obligor” within the meaning of Item 1101(k) of Regulation AB.

“Similar Law”: As defined in Section 5.02(k) of this Agreement.

“Small Loan Appraisal Estimate”: With respect to any Mortgage Loan or Loan Combination having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value of the Mortgaged Property securing such Mortgage Loan or Loan Combination, as certified to the Master Servicer by the Special Servicer.

“Sole Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates (excluding the Class V, Class R and Class LR Certificates) or an assignment of the Voting Rights thereof; provided, however, that the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class A-S, Class B, Class C and Class D Certificates (without regard to any exchange of Exchangeable Certificates for Class EC Certificates) have been reduced to zero and the Class EC Certificates are no longer outstanding.

“Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c) of this Agreement, (b) notice of any request by at least 25% of the Voting Rights allocable to the Sequential Pay Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the various Classes of the Sequential Pay Certificates pursuant to Section 4.08 of this Agreement) to terminate and replace the Special Servicer pursuant to Section 3.22(e) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights of the Certificates to terminate and replace the Operating Advisor pursuant to Section 7.07(b) of this Agreement and (d) notice transmitted to Certificateholders pursuant to Section 3.22(d) of this Agreement.

“Special Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as Special Servicer, or its successor in interest, or any successor special servicer appointed as provided in Section 3.22 of this Agreement. In the event there is more than one Special Servicer administering Specially Serviced Loans hereunder, each reference in this Agreement to the “Special Servicer” shall be construed to apply to the Special Servicer then servicing that particular Mortgage Loan.

“Special Servicer Termination Event”: As defined in Section 7.01(b) of this Agreement.

“Special Servicing Compensation”: With respect to any Mortgage Loan or Loan Combination, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.

“Special Servicing Fee”: With respect to each Specially Serviced Loan (or REO Loan) for each calendar month (or portion thereof), the amount accrued at the Special Servicing

-76-

Fee Rate (determined using the same interest accrual methodology that is applied with respect to the Mortgage Rate for such Specially Serviced Loan (or REO Loan) for such month) on the Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect to payments of principal on such Specially Serviced Loan or REO Loan on such Due Date) in the Collection Period related to such Distribution Date (or, in the event that a Principal Prepayment in full or an event described in clauses (i)-(vii) under the definition of Liquidation Proceeds has occurred with respect to any such Specially Serviced Loan or REO Loan on a date that is not a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal Prepayment or event in a month consisting of 30 days). For the avoidance of doubt, the Special Servicing Fee with respect to each Mortgage Loan shall be deemed payable from the Lower-Tier REMIC; provided, however, that the Special Servicing Fee with respect to any Companion Loan shall not be payable from the Lower-Tier REMIC. In this definition, the term “Mortgage Loan”, unless otherwise indicated, shall also refer to any related Companion Loan.

“Special Servicing Fee Rate”: A rate equal to 0.25% per annum.

“Specially Serviced Loan”: Subject to Section 3.23 of this Agreement, any Mortgage Loan with respect to which:

(a) either (i) with respect to such Mortgage Loan other than a Balloon Loan, a payment default shall have occurred on such Mortgage Loan at its Maturity Date or, if the Maturity Date of such Mortgage Loan has been extended in accordance herewith, a payment default occurs on such Mortgage Loan at its extended Maturity Date or (ii) with respect to a Balloon Loan, a payment default shall have occurred with respect to the related Balloon Payment; provided, however, that if (A) the related Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing Holder (for so long as no Consultation Termination Event has occurred and is continuing) within 30 days after such default), (B) the related Borrower continues to make its Assumed Scheduled Payment, (C) no other Servicing Transfer Event shall have occurred with respect to such Mortgage Loan and (D) the Directing Holder (for so long as no Control Termination Event has occurred and is continuing) consents, a Servicing Transfer Event will not occur until 60 days beyond the related Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and provided, further, if the related Borrower delivers to the Master Servicer, who shall have promptly delivered a copy to the Special Servicer, the Operating Advisor and the Directing Holder (for so long as no Consultation Termination Event has occurred and is continuing), on or before the 60th day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and such Borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event shall have occurred with respect to that Mortgage Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination of the refinancing commitment;

-77-

(b) any Monthly Payment (other than a Balloon Payment), or any amount due on a monthly basis as an Escrow Payment or reserve funds, is 60 days or more delinquent;

(c) the date upon which the Master Servicer or Special Servicer (and, in the case of a determination by the Special Servicer, with the consent of the Directing Holder (for so long as no Control Termination Event has occurred and is continuing)) determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability of the related Mortgaged Property or the value of the Mortgaged Property as security for the Mortgage Loan is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of 60 days) and is not likely to be cured by the related Borrower within 60 days or, except as provided in clause (a)(ii) above, in the case of a Balloon Payment, for at least 30 days;

(d) the date upon which the related Borrower has become a subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs;

(e) the date on which the related Borrower consents to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Borrower of or relating to all or substantially all of its property;

(f) the date on which the related Borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations;

(g) any default, of which the Master Servicer or Special Servicer has notice (other than a failure by such related Borrower to pay principal or interest) and which in the opinion of the Master Servicer or Special Servicer (in the case of the Special Servicer, with the consent of the Directing Holder (for so long as no Control Termination Event has occurred and is continuing)) materially and adversely affects the interests of the Certificateholders occurs and remains unremedied for the applicable grace period specified in the Loan Documents for such Mortgage Loan (or if no grace period is specified for those defaults which are capable of cure, 60 days); or

(h) the date of which the Master Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the related Mortgaged Property;

-78-

provided, however, that such Mortgage Loan will cease to be a Specially Serviced Loan (whereupon it will become a “Corrected Mortgage Loan”) (i) with respect to the circumstances described in clauses (a) and (b) above, when the related Borrower thereunder has brought such Mortgage Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of such Mortgage Loan, (ii) with respect to the circumstances described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer, or (iii) with respect to the circumstances described in clause (g) above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would cause such Mortgage Loan to continue to be characterized as a Specially Serviced Loan.

If any Mortgage Loan in a group of Cross-Collateralized Mortgage Loans becomes a Specially Serviced Loan, each other Mortgage Loan in such group of Cross-Collateralized Mortgage Loans shall also become a Specially Serviced Loan.

If a Servicing Transfer Event exists with respect to any Mortgage Loan included in a Loan Combination, then it will also be deemed to exist with respect to the related Companion Loans, and vice versa.

The right of the holder of the related Companion Loan to cure an event of default under the applicable Co-Lender Agreement is subject to the limitations set forth in such Co-Lender Agreement. Any such cure payment by the holder of the applicable Companion Loan shall be treated as an “outside reserve fund” for purposes of the REMIC Provisions, and the holder of such Companion Loan shall be treated as the beneficial owner thereof or of any reimbursement from the Trust Fund, and shall be taxable on any reinvestment income thereon.

In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Startup Day”: In the case of the Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant to Section 2.06(a) of this Agreement.

“Stated Principal Balance”: With respect to any Mortgage Loan (including an REO Loan), on any date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan (or in the case of a Replacement Mortgage Loan, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement to, previously unadvanced principal of or with respect to such Mortgage Loan that are distributed to Certificateholders or Companion Loan Noteholders on such Distribution Date (or, if such amounts had not been applied to any other payments required under this Agreement, would have been distributed thereto) on such Distribution Date, and (ii) any principal forgiven and other principal losses realized in respect of such Mortgage Loan during the related Collection Period.

-79-

A Mortgage Loan or any related REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which any final Liquidation Proceeds are to be (or, if no such Liquidation Proceeds are received, would have been) distributed to Certificateholders. The Stated Principal Balance of any Mortgage Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination shall be zero as of the first Distribution Date following the Collection Period in which such Final Recovery Determination Date is made.

In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, an Additional Servicer, a Sub-Servicer or a Servicing Function Participant.

“Substitution Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed Mortgage Loans, the amount, if any, by which the Repurchase Price or aggregate Repurchase Price, as the case may be, for such Removed Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s).

“Sub-Servicer”: Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller Sub-Servicer) to perform (whether directly or through Sub-Servicers or Subcontractors) Servicing with respect to one or more Mortgage Loans or REO Loans.

“Sub-Servicing Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this Agreement.

“Sub-Servicing Entity”: As defined in Section 7.01(a)(viii) and Section 7.01(b)(viii).

“Tax Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC and the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable State and Local Tax Law.

-80-

“Terminated Party”: As defined in Section 7.01(c) of this Agreement.

“Terminating Party”: As defined in Section 7.01(c) of this Agreement.

“Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.

“Third Party Appraiser”: A Person performing an Appraisal.

“Third Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report, seismic report, engineering report, structural report, property condition report or similar report, if any.

“TIA”: As defined in Section 11.13 of this Agreement.

“TIA Applicability Determination”: As defined in Section 11.13 of this Agreement.

“Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R or Class LR Certificate.

“Transferee Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.

“Transferor Letter”: As defined in Section 5.02(l)(ii) of this Agreement.

“Trust” or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this 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; (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; (viii) the Loss of Value Reserve Fund; (ix) amounts attributable to the Mortgage Pool on deposit in the Collection Account, the Loan Combination Collection Accounts, 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; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (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 this Agreement; (xiii) the Lower-Tier Regular Interests; (xiv) the Interest Deposit Amount and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the

-81-

Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).

“Trust Ledger”: Amounts deposited in the Collection Account attributable to the Mortgage Pool, which are maintained pursuant to Section 3.06(a) of this Agreement and held on behalf of the Trustee on behalf of the Certificateholders, and amounts deposited in the applicable Loan Combination Collection Account attributable to the related Loan Combination, which are maintained pursuant to Section 3.06(b) of this Agreement and held on behalf of the Trustee on behalf of the Certificateholders and the related Companion Loan Noteholders.

“Trust REMICs”: The Lower-Tier REMIC and the Upper-Tier REMIC.

“Trustee”: Deutsche Bank Trust Company Americas, a New York state banking corporation, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed as herein provided.

“Trustee/Certificate Administrator Fee”: With respect to each Mortgage Loan and for any Distribution Date, an amount accrued during the one-month loan interest accrual period for the immediately preceding related Due Date at the Trustee/Certificate Administrator Fee Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date in the Collection Period related to such Distribution Date (without giving effect to payments of principal on such Mortgage Loan on such Due Date). The Trustee/Certificate Administrator Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Trustee/Certificate Administrator Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC.

“Trustee/Certificate Administrator Fee Rate”: A rate equal to 0.0004% per annum.

“UBSRES”: UBS Real Estate Securities Inc. and its successors in interest.

“UBSRES Indemnification Agreement”: The Indemnification Agreement, dated February 15, 2013, among the Depositor, UBSRES and the Principals.

“UBSRES Mortgage Loans”: Each Mortgage Loan transferred and assigned to the Depositor pursuant to the UBSRES Purchase Agreement.

“UBSRES Purchase Agreement”: The Mortgage Loan Purchase Agreement, dated and effective February 28, 2013, between UBSRES and the Depositor.

“Underwriters”: UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., Xxxxxx Xxxxxxxx, LLC, KeyBanc Capital Markets Inc. and Nomura Securities International, Inc., and their respective successors in interest.

“Unliquidated Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to Section 3.06(a) of this Agreement, as applicable, but that has not been

-82-

recovered from the related Borrower or otherwise from collections on or the proceeds of the applicable Mortgage Loan, Loan Combination or REO Property, as the case may be, in respect of which the Advance was made.

“Unreimbursed Companion Loan Expenses”: With respect to each Loan Combination, costs and expenses allocable to the related Companion Loan Noteholder pursuant to the terms of the related Co-Lender Agreement or this Agreement, which costs and expenses were paid by the Trust Fund pursuant to Section 3.06(a)(v)(A), Section 3.06(a)(x), Section 3.06(a)(xi), Section 3.06(a)(xii), Section 3.06(a)(xiii), Section 3.06(a)(xv), Section 3.06(a)(xx), Section 3.06(b)(iv), Section 3.06(b)(v), Section 3.10(e), Section 3.12(e), Section 3.21(d), Section 3.24(a), Section 4.07(c) (second and fourth paragraphs), Section 6.03(a) (second paragraph) and Section 6.03(b) and have not been previously reimbursed by the related Companion Loan Noteholder pursuant to Section 3.06(d) or reimbursed from amounts otherwise payable to the Companion Loan Noteholder pursuant to Section 3.06(b)(i), together with any other Additional Trust Fund Expenses related to such Loan Combination allocable to the related Companion Loan that were paid by Trust Fund and not reimbursed by related Companion Loan Noteholder; provided that if any amount payable as contemplated by any such section directly relates to a Loan Combination or any related REO Property and if the related Co-Lender Agreement and this Agreement are otherwise silent regarding the allocation of such amount between the Mortgage Loan and Companion Loan included in such Loan Combination, then such allocation shall be made pursuant to the applicable Loan Combination Allocation.

“Unscheduled Payments”: With respect to any Mortgage Loan, all Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds payable under such Mortgage Loan, the Repurchase Price or other purchase price of any Mortgage Loan that is repurchased or purchased pursuant to Section 2.03(e), Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount with respect to any substitution pursuant to Section 2.03(g) of this Agreement and any other payments under or with respect to such Mortgage Loan including Principal Prepayments, received by the Master Servicer (but excluding Yield Maintenance Charges, if any) that were not scheduled to be made during the Collection Period of receipt.

“Updated Appraisal”: An Appraisal of a Mortgaged Property or REO Property, as the case may be, conducted subsequent to any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of which shall be paid as a Property Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.

“Updated Valuation”: With respect to a Mortgage Loan having a Stated Principal Balance of $2,000,000 or higher, an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal Balance of less than $2,000,000, an updated Small Loan Appraisal Estimate or an Updated Appraisal.

“Upper-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Deutsche Bank Trust Company Americas, as Trustee, in trust for the Holders of UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass-Through Certificates, Series 2013-C5, Upper-Tier

-83-

Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.

“Upper-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier Distribution Account and amounts held therein from time to time.

“U.S. Tax Person”: 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).

“Valencia Town Center Mortgage Loan”: The Mortgage Loan identified as Loan No. 2 on the Mortgage Loan Schedule.

“Voting Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders. At all times during the term of this Agreement, the Voting Rights shall be assigned to the respective Classes of Certificateholders as follows (in each case, without regard to any exchange of Exchangeable Certificates for Class EC Certificates): (a) 98% thereof shall be allocated among the Certificateholders of the respective Classes of Sequential Pay Certificates in proportion to the respective Certificate Balances of such Classes at the time of determination, (b) 2% thereof shall be allocated among the Certificateholders of the Class X-A and Class X-B Certificates in proportion to the respective Notional Amounts of such Classes at the time of determination and (c) 0% thereof shall be allocated to the Certificateholders of the Class V, Class R and Class LR Certificates. Voting Rights allocated to a Class of Certificateholders shall be allocated among such Certificateholders in proportion to the Percentage Interests in such Class evidenced by their respective Certificates. In addition, if Exchangeable Certificates are exchanged for Class EC Certificates, Certificateholders of such Class EC Certificates will be entitled to exercise the Voting Rights that are allocated to the Exchangeable Certificates exchanged for such Class EC Certificates.

“Weighted Average Net Mortgage Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the fraction (expressed as a percentage) the numerator of which is the sum of the products obtained by multiplying, for each Mortgage Loan (including an REO Loan), (i) the Net Mortgage Pass-Through Rate of such Mortgage Loan for such Distribution Date and (ii) the Stated Principal Balance of such Mortgage Loan as of the close of business on the immediately preceding Distribution Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans as of the close of business on the immediately preceding Distribution Date.

-84-

“WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.

“WHFIT Regulations”: Treasury Regulations section 1.671-5, as amended.

“WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor provisions.

“Withheld Amount”: (A) With respect to each Mortgage Loan (including an REO Loan), that accrues interest on an Actual/360 Basis, and with respect to each Distribution Date occurring in January of each calendar year that is not a leap year and February of each calendar year, unless in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the related Mortgage Rate minus the related Administrative Fee Rate on the respective Stated Principal Balance as of the Due Date immediately preceding such Distribution Date, to the extent that a Monthly Payment or a P&I Advance is made in respect thereof and (B) with respect to the Distribution Date in March 2013, the Interest Deposit Amount.

“Workout-Delayed Reimbursement Amounts”: With respect to any Mortgage Loan, the amount of any Advance made with respect to such Mortgage Loan on or before the date such Mortgage Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Mortgage Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan, as the case may be, becomes a Corrected Mortgage Loan and (ii) the amount of such Advance becomes an obligation of the related Borrower to pay such amount under the terms of the modified Loan Documents. In this definition, “Mortgage Loan”, solely with respect to Property Advances, shall refer to any related Loan Combination.

“Workout Fee”: With respect to any Specially Serviced Loan that becomes a Corrected Mortgage Loan, an amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan due to a Material Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding late payment charges, Default Interest and Excess Interest) received on such Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan, pursuant to Section 3.12(c) of this Agreement and (2) $1,000,000, in the aggregate with respect to any particular workout of a Specially Serviced Loan; provided that the Workout Fee with respect to any Corrected Mortgage Loan shall be capped in accordance with Section 3.12(c) of this Agreement; provided, further that no Workout Fee shall be payable by the Trust with respect to any Corrected Mortgage Loan if and to the extent that the subject Mortgage Loan became a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced Loan” and no event of default actually occurs, unless the Mortgage Loan is modified by the Special Servicer in accordance with the terms of this Agreement or the Mortgage Loan subsequently qualifies as a Specially Serviced Loan for a reason other than under clause (c) of the definition thereof; provided, further that if a Mortgage Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within 90 days following the

-85-

related Maturity Date in connection with the full and final pay-off or refinancing of the related Mortgage Loan, the Special Servicer will not be entitled to collect a Workout Fee but may collect and retain appropriate fees from the related Borrower in connection with such workout; provided, further that the total amount of Workout Fees payable by the Trust with respect to any Corrected Mortgage Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that such Corrected Mortgage Loan continues to perform throughout its term in accordance with the terms of the related workout) shall be reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to such Corrected Mortgage Loan; provided that the Special Servicer shall be entitled to collect such Workout Fees from the Trust until such time it has been fully paid such reduced amount. For the avoidance of doubt, the Mortgage Loan Seller will be required to pay a Workout Fee in connection with a repurchase or substitution to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or substitution or was previously paid by the Trust and was not reimbursed by the related Borrower immediately prior to such repurchase or substitution. In furtherance of the foregoing, upon a Specially Serviced Loan becoming a Corrected Mortgage Loan, the Special Servicer shall provide the Master Servicer with a calculation of the total amount of Workout Fees expected to be payable by the Trust with respect to such Corrected Mortgage Loan throughout its term (which calculation shall be reasonably acceptable to the Master Servicer) and the total amount of related Offsetting Modification Fees received by the Special Servicer. In this definition, the term “Mortgage Loan”, with respect to a Mortgage Loan that is part of a Loan Combination, shall refer to such related Loan Combination.

“Yield Maintenance Charge”: With respect to any Mortgage Loan or Loan Combination, the yield maintenance charge set forth in the related Loan Documents; provided that, no amounts shall be considered Yield Maintenance Charges until there has been a full recovery of all principal, interest and other amounts due under the related Mortgage Loan.

Section 1.02 Certain Calculations.

In this Section 1.02, the term “Mortgage Loan”, unless otherwise indicated, shall also generally refer to the related Companion Loan or Loan Combination, as the context may require.

Unless otherwise specified herein, the following provisions shall apply:

(a) All calculations of interest with respect to the Mortgage Loans (other than the Actual/360 Mortgage Loans) and of Advance Interest Amounts in respect thereof provided for herein shall be made on a 30/360 Basis. All calculations of interest with respect to the Actual/360 Mortgage Loans and of Advance Interest Amounts in respect thereof shall be made as set forth in the Loan Documents for such Mortgage Loans with respect to the calculation of such interest. The Servicing Fee, the Trustee/Certificate Administrator Fee and the Operating Advisor Fee for each Mortgage Loan shall accrue on the same basis as interest accrues on such Mortgage Loan.

(b) Any Mortgage Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or any Sub-Servicer on its behalf; provided, however, that for purposes of calculating distributions on the Certificates, Principal Prepayments

-86-

with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the principal balance of such Mortgage Loan on which interest accrues.

(c) Except as otherwise provided in the related Loan Documents, any amounts received in respect of a Mortgage Loan as to which a default has occurred and is continuing in excess of Monthly Payments shall be applied to Default Interest and other amounts due on such Mortgage Loan prior to the application to late fees.

(d) Notwithstanding anything to the contrary contained in this Agreement, allocations of payments between a Mortgage Loan and the related Companion Loan(s) in a Loan Combination shall be made pursuant to the applicable Loan Combination Allocation, subject to the related Co-Lender Agreement.

(e) If an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund or either Trust REMIC or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense (other than any such determination or payment with respect to any REMIC tax or expense with respect to a Companion Loan that is held as an asset of a REMIC), or this Agreement states that any expense is solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against any Companion Loan Noteholder and such Companion Loan Noteholder shall not suffer any adverse consequences as a result of the payment of such expense.

(f) All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan in the form of payments from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds shall be allocated to amounts due and owing under the related Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Loan Documents; provided, however, absent such express provisions and after an event of default thereunder that has not been cured or waived, all such amounts collected shall be deemed to be allocated for purposes of collecting amounts due under the Mortgage Loan in the following order of priority (in the case of a Loan Combination, following the application of any priority of payments provided in the related Co-Lender Agreement):

(i) as a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan (to the extent expressly payable by the related Borrower under the Loan Documents for the related Mortgage Loan);

(ii) as a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest at the Advance Rate thereon to the extent previously reimbursed or paid from principal collections with respect to other Mortgage Loans;

-87-

(iii) to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on the related Mortgage Loan at the related Mortgage Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the related Borrower, through the related Due Date), over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);

(iv) to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

(v) as a recovery of accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

(vi) as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to the related Mortgage Loan;

(vii) as a recovery of any other reserves to the extent then required to be held in escrow with respect to the related Mortgage Loan;

(viii) as a recovery of any Yield Maintenance Charge then due and owing under the related Mortgage Loan;

(ix) as a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under the related Mortgage Loan;

(x) as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related Mortgage Loan;

(xi) as a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

(xii) as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;

-88-

provided that, to the extent required under the REMIC Provisions, payments or proceeds (including Condemnation Proceeds) received with respect to any partial release of a Mortgaged Property (including following a condemnation, eminent domain proceeding or conveyance in lieu or in anticipation thereof by or to any governmental, quasi-governmental authority or private entity with condemnation powers) at a time when the loan-to-value ratio of the related Mortgage Loan (in the case of a group of Cross-Collateralized Mortgage Loans, the aggregate of the Mortgage Loans in such group) exceeds 125% (based on the value of the real property, excluding personal property and going concern value, if any) must be allocated to reduce the principal balance of the related Mortgage Loan in the manner permitted by such REMIC Provisions.

(g) Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property) shall be deemed to be allocated for purposes of collecting amounts due under the related Mortgage Loan in the following order of priority (in the case of a Loan Combination, following the application of any priority of payments provided in the related Co-Lender Agreement):

(i) as a recovery of any unreimbursed Advances with respect to the related Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;

(iii) to the extent not previously allocated pursuant to clause (i) above, as a recovery of accrued and unpaid interest on the related Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on the related Mortgage Loan at the related Mortgage Rate to, but not including, the Due Date in the Collection Period in which such collections were received, over (B) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction Amounts (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);

(iv) to the extent not previously allocated pursuant to clause (i) above, as a recovery of principal of the related Mortgage Loan to the extent of its entire unpaid principal balance;

(v) as a recovery of accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts (to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

-89-

(vi) as a recovery of any Yield Maintenance Charge then due and owing under the related Mortgage Loan;

(vii) as a recovery of any late payment charges, Default Interest and Excess Interest then due and owing under the related Mortgage Loan;

(viii) as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related Mortgage Loan; and

(ix) as a recovery of any other amounts then due and owing under the related Mortgage Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees).

(h) The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (f) of this Section 1.02 shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special Servicer in accordance with the Servicing Standard.

(i) All net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Loan Documents or, in the event the Loan Documents are silent, using the Calculation Rate.

Document Metadata

Table of Contents

UBS COMMERCIAL MORTGAGE SECURITIZATION CORP.,