UBS-Barclays Commercial Mortgage Trust 2013-C5, Commercial Mortgage Pass- Through Certificates, Series 2013-C5 UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2013 • UBS-Barclays Commercial Mortgage Trust 2013-C5 • Asset-backed securities • New York
to five separate mortgage loan purchase agreements, each agreement to be dated February 28, 2013, between the Company and the applicable Loan Seller (collectively, the “Mortgage Loan Purchase Agreements”). Two separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to the Trust Fund for federal income tax purposes. The Trust Fund is to be created and the Certificates are to be issued pursuant to a pooling and servicing agreement, dated as of February 1, 2013 (the “Pooling and Servicing Agreement”), by and among the Company, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Situs Holdings, LLC, as operating advisor (the “Operating Advisor”) and Deutsche Bank Trust Company Americas, as trustee, certificate administrator, custodian and paying agent (the “Trustee
