EXECUTION COPY















WELLS FARGO BANK,
NATIONAL ASSOCIATION,
Master Servicer







and







KEYCORP REAL ESTATE CAPITAL MARKETS, INC.,
Primary Servicer







PRIMARY SERVICING AGREEMENT



Dated as of December 1, 2011































UBS-Citigroup Commercial Mortgage Trust 2011-C1
Commercial Mortgage Pass-Through Certificates
Series 2011-C1









TABLE OF CONTENTS



|             |                                                                                        | Page
|------------ | -------------------------------------------------------------------------------------- | ----
|             |                                                                                        |     
|             |                                                                                        |     
|ARTICLE I    | DEFINITIONS                                                                            | 1   
|             |                                                                                        |     
|Section 1.01 | Defined Terms                                                                          | 1   
|             |                                                                                        |     
|ARTICLE II   | MASTER SERVICER’S ENGAGEMENT OF PRIMARY SERVICER TO PERFORM SERVICING RESPONSIBILITIES | 2   
|             |                                                                                        |     
|Section 2.01 | Contract for Servicing; Possession of Loan Documents                                   | 2   
|             |                                                                                        |     
|Section 2.02 | Notice of Breach of Representations and Warranties                                     | 3   
|             |                                                                                        |     
|ARTICLE III  | SERVICING OF THE MORTGAGE LOANS AND PARI PASSU COMPANION LOAN                          | 3   
|             |                                                                                        |     
|Section 3.01 | Primary Servicer to Service                                                            | 3   
|             |                                                                                        |     
|Section 3.02 | Merger or Consolidation of the Primary Servicer                                        | 16  
|             |                                                                                        |     
|Section 3.03 | Limitation on Liability of the Primary Servicer and Others                             | 17  
|             |                                                                                        |     
|Section 3.04 | Primary Servicer Not to Resign                                                         | 17  
|             |                                                                                        |     
|Section 3.05 | No Transfer or Assignment of Servicing                                                 | 18  
|             |                                                                                        |     
|Section 3.06 | Indemnification                                                                        | 18  
|             |                                                                                        |     
|ARTICLE IV   | DEFAULT                                                                                | 18  
|             |                                                                                        |     
|Section 4.01 | Events of Default                                                                      | 18  
|             |                                                                                        |     
|Section 4.02 | Waiver of Defaults                                                                     | 22  
|             |                                                                                        |     
|Section 4.03 | Other Remedies of Master Servicer                                                      | 22  
|             |                                                                                        |     
|ARTICLE V    | TERMINATION                                                                            | 22  
|             |                                                                                        |     
|Section 5.01 | Termination                                                                            | 22  
|             |                                                                                        |     
|Section 5.02 | Termination With Cause                                                                 | 22  
|             |                                                                                        |     
|Section 5.03 | Termination of Duties with Respect to Specially Serviced Loans                         | 23  
|             |                                                                                        |     
|ARTICLE VI   | MISCELLANEOUS                                                                          | 23  
|             |                                                                                        |     
|Section 6.01 | Successor to the Primary Servicer                                                      | 23  
|             |                                                                                        |     
|Section 6.02 | Financial Statements                                                                   | 23  
|             |                                                                                        |     
|Section 6.03 | Closing                                                                                | 23  
|             |                                                                                        |     
|Section 6.04 | Closing Documents                                                                      | 23  
|             |                                                                                        |     
|Section 6.05 | Notices                                                                                | 24  
|             |                                                                                        |     
|Section 6.06 | Severability Clause                                                                    | 25  
|             |                                                                                        |     
|Section 6.07 | Counterparts                                                                           | 26  









TABLE OF CONTENTS

(continued)



|             |                                                 | Page
|------------ | ----------------------------------------------- | ----
|             |                                                 |     
|Section 6.08 | Governing Law                                   | 26  
|             |                                                 |     
|Section 6.09 | Protection of Privileged Information            | 26  
|             |                                                 |     
|Section 6.10 | Intention of the Parties                        | 26  
|             |                                                 |     
|Section 6.11 | Third Party Beneficiary                         | 26  
|             |                                                 |     
|Section 6.12 | Successors and Assigns; Assignment of Agreement | 27  
|             |                                                 |     
|Section 6.13 | Waivers                                         | 27  
|             |                                                 |     
|Section 6.14 | Exhibits                                        | 27  
|             |                                                 |     
|Section 6.15 | General Interpretive Principles                 | 27  
|             |                                                 |     
|Section 6.16 | Complete Agreement                              | 27  
|             |                                                 |     
|Section 6.17 | Further Agreement                               | 27  
|             |                                                 |     
|Section 6.18 | Amendments                                      | 27  



ii







|EXHIBIT A | MORTGAGE LOAN SCHEDULE                              | A-1
|--------- | --------------------------------------------------- | ---
|EXHIBIT B | PRIMARY SERVICER’S OFFICER’S CERTIFICATE            | B-1
|EXHIBIT 5 | EXHIBIT TO PRIMARY SERVICER’S OFFICER’S CERTIFICATE | 5-1
|EXHIBIT C | POOLING AND SERVICING AGREEMENT                     | C-1
|EXHIBIT D | RESERVED                                            |    
|EXHIBIT E | QUARTERLY SERVICING CERTIFICATION                   | E-1
|EXHIBIT F | FORM OF ACCOUNT CERTIFICATION                       | F-1
|EXHIBIT G | FORM OF COLLECTION REPORT                           | G-1
|EXHIBIT H | FORM OF CERTIFICATE OF INSURANCE                    | H-1
|EXHIBIT I | RESERVED                                            |    
|EXHIBIT J | MONTHLY SERVICING ACCOUNTS CERTIFICATION            | J-1







This
is a Primary Servicing Agreement (the “Agreement”), dated as of December 1, 2011, by and between KEYCORP REAL
ESTATE CAPITAL MARKETS, INC., having an office at 11501 Outlook Street, Suite 300, Overland Park, Kansas 66211, and its successors
and assigns (the “Primary Servicer”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, having an office at MAC D1086,
550 South Tryon Street, 14thFloor, Charlotte, North Carolina
28202, and its successors and assigns (the “Master Servicer”).



WITNESSETH:



WHEREAS, Citigroup
Commercial Mortgage Securities Inc., as depositor (the “Depositor”), Midland Loan Services, a division of PNC
Bank, National Association, as special servicer (the “Special Servicer”), Deutsche Bank Trust Company Americas,
as trustee, as certificate administrator, as paying agent and as custodian (the “Trustee”), Trimont Real Estate
Advisors, Inc., as operating advisor, and the Master Servicer have entered into that certain Pooling and Servicing Agreement dated
as of December 1, 2011, as amended, modified and restated from time to time (the “Pooling and Servicing Agreement”),
whereby the Master Servicer shall service certain mortgage loans on behalf of the Trustee;



WHEREAS, Section
3.01(c) of the Pooling and Servicing Agreement authorizes the Master Servicer to enter into this agreement with the Primary Servicer
whereby the Primary Servicer shall service certain of such mortgage loans listed on Exhibit A(the “Mortgage
Loan Schedule”) attached hereto (the “Mortgage Loans”) and the related Pari Passu Companion
Loan on behalf of the Master Servicer.



NOW, THEREFORE,
in consideration of the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Master Servicer and the Primary Servicer hereby agree as follows:



ARTICLE I



DEFINITIONS



Section 1.01   Defined Terms.



Unless otherwise
specified in this Agreement, all capitalized terms not otherwise defined herein shall have the meanings set forth in the Pooling
and Servicing Agreement. As used herein, the following terms have the meanings assigned to them in this Section 1.01:



“Collection
Report” shall mean the monthly report prepared by the Primary Servicer setting forth, with respect to each Mortgage Loan
and the most recently ended Collection Period prior to the due date of such report, the information described on Exhibit
Gattached hereto.



“Mortgage
Loans” shall have the meaning specified in the recitals hereto.



“Mortgage
Loan Schedule” shall have the meaning specified in the recitals hereto.



“Pari
Passu Companion Loan” shall mean a Pari Passu Companion Loan (as defined in the Pooling and Servicing Agreement) related
to a Mortgage Loan.









“Primary Servicer Collection Account”
shall have the meaning set forth in Section 3.01(c)(10) of this Agreement.



“Primary
Servicer Remittance Amount” shall mean, with respect to any date, an amount equal to, without duplication, (a) the sum
of (i) the aggregate of the amounts on deposit in the Primary Servicer Collection Account as of such date, (ii) if and to the extent
not included in the amount referred to in subclause (a)(i), the aggregate amount transferred from the REO Account (if established)
to the Primary Servicer as of such date, to the extent not previously remitted to the Master Servicer, (iii) the aggregate of all
other amounts received with respect to the Mortgage Loans as of such date to the extent not previously remitted to the Master Servicer,
and (iv) if and to the extent not previously remitted to the Master Servicer, any amounts deposited by the Primary Servicer pursuant
to Section 3.01(c)(29) of this Agreement; net of (b) the portion of the amount described in subclause (a) of this definition
that represents one or more of the following: (i) Escrow Payments or (ii) any amounts that the Primary Servicer is entitled to
retain as compensation pursuant to Section 3.12 of the Pooling and Servicing Agreement as incorporated herein pursuant to
Section 3.01(c)(22) of this Agreement.



“Primary Servicer Remittance Date” shall
mean the first Business Day after each Determination Date.



“Primary Servicer Reporting Date” shall
mean the first Business Day after each Determination Date.



“Primary
Servicing Fee” shall mean, with respect to each Mortgage Loan and related Pari Passu Companion Loan and related REO Loan,
the fee payable to the Primary Servicer pursuant to Section 3.01(c)(22) of this Agreement.



“Primary
Servicing Fee Rate” shall mean, with respect to each Mortgage Loan and related Pari Passu Companion Loan, the rate that
corresponds to such Mortgage Loan set forth on Exhibit Ahereto under the heading “Primary Servicing Fee.”



“UBS” shall mean UBS Real Estate Securities
Inc. and its successors in interest.



ARTICLE II



MASTER SERVICER’S ENGAGEMENT OF PRIMARY
SERVICER TO PERFORM SERVICING RESPONSIBILITIES



Section 2.01   Contract for Servicing; Possession of
Loan Documents.



The Master
Servicer, by execution and delivery of this Agreement, does hereby contract with the Primary Servicer, subject to the terms of
this Agreement, for the servicing of the Mortgage Loans and the related Pari Passu Companion Loan. On and after the Closing Date,
the Primary Servicer shall hold any portion of the Servicing File or the Mortgage File (including without limitation, any original
letter of credit) in the possession of the Primary Servicer in trust by the Primary Servicer, on behalf of the Master Servicer
for the benefit of the Certificateholders. The Primary Servicer’s possession of any portion of the Servicing File or the
Mortgage File shall be at the will of the Master Servicer and the Trustee for the sole purpose of

2





facilitating the servicing
or the supervision of servicing of the related Mortgage Loan pursuant to this Agreement, and such retention and possession by the
Primary Servicer shall be in a custodial capacity only. Any portion of the Servicing File or the Mortgage File retained by the
Primary Servicer shall be identified to reflect clearly the ownership of the related Mortgage Loan by the Trustee. The Primary
Servicer shall release from its custody any Servicing File or any Mortgage File retained by it only in accordance with this Agreement
and the Pooling and Servicing Agreement. The Primary Servicer shall hold the original of each letter of credit relating to a Mortgage
Loan in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the Trust. The Primary Servicer shall
forward a copy of each letter of credit to the Master Servicer. During the term of this Agreement, the Primary Servicer will also
provide to the Master Servicer a copy of any lease, amendments to Mortgage Loan documents and other documents related to the Mortgaged
Property securing the related Mortgage Loan or related to the Mortgage Loan as soon as possible after receipt or execution thereof,
as applicable.



Section 2.02   Notice of Breach of Representations
and Warranties.



Following its
receipt from the Depositor, the Master Servicer shall provide a copy of the UBS Purchase Agreement to the Primary Servicer. The
Primary Servicer shall promptly notify in writing the Master Servicer upon becoming aware of any breach of any representations
and warranties contained in the UBS Purchase Agreement or a document defect that could give rise to a cure or repurchase obligation.
The Primary Servicer shall reasonably cooperate with the master servicer in pursuing its obligations to make a repurchase claim
against the related Mortgage Loan Seller. The Primary Servicer shall notify the Master Servicer in writing within five (5) Business
Days after the Primary Servicer discovers or receives notice alleging a Defect or a Breach or receives a Repurchase Communication
of a Repurchase Request or a Repurchase Request Withdrawal. The Primary Servicer shall promptly provide to the Master Servicer
a copy of any written Repurchase Request received by the Primary Servicer and such other information in the possession of the Primary
Servicer reasonably requested by the Master Servicer to fulfill its obligations under Section 2.03(d) of the Pooling and Servicing
Agreement.



ARTICLE III



SERVICING OF THE MORTGAGE LOANS AND PARI PASSU
COMPANION LOAN



Section 3.01   Primary Servicer to Service.



(a) The
Primary Servicer, as an independent contractor, shall service and administer the Mortgage Loans and the related Pari Passu Companion
Loan in a manner consistent with the Servicing Standard under the Pooling and Servicing Agreement.



(b) The Primary
Servicer shall perform, on behalf of the Master Servicer, all of the obligations of the Master Servicer (with respect to the Mortgage
Loans and the related Pari Passu Companion Loan subject to this Agreement) as set forth in those sections of the Pooling and Servicing
Agreement specifically incorporated herein pursuant to Section 3.01(c) of this Agreement (the “Incorporated Sections”),
as modified by Section 3.01(c) of this Agreement, and the Master Servicer shall have the same rights with respect to the
Primary Servicer that the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Initial Purchasers, the

3





Directing Holder, the Controlling
Class Representative, the Pari Passu Companion Loan Noteholder, the Operating Advisor, the Rating Agencies, Companion Rating Agencies
and the Certificateholders (including, without limitation, the right of the Special Servicer to direct the Master Servicer during
certain periods) have with respect to the Master Servicer under the Pooling and Servicing Agreement to the extent that the Primary
Servicer is acting on behalf of the Master Servicer hereunder and except as otherwise set forth herein. Without limiting the foregoing,
and subject to Section 3.23 of the Pooling and Servicing Agreement as modified herein, the Primary Servicer shall service and administer
all of the Mortgage Loans and related Pari Passu Companion Loan that are not Specially Serviced Loans; provided, however, that
the Primary Servicer shall continue to receive payments (and provide notice to the Master Servicer and related Pari Passu Companion
Loan Noteholder of such payments), collect information and prepare and deliver reports to the Master Servicer required hereunder
with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans), and render such incidental services
with respect to any Specially Serviced Loans and REO Properties as and to the extent as may be specifically provided for herein
with respect to any Specially Serviced Loans and REO Properties (and the related REO Loans) as are specifically provided for in
this Agreement. All references herein to the respective duties of the Primary Servicer and the Special Servicer, and to the areas
in which they may exercise discretion, shall be subject to Section 3.23 of the Pooling and Servicing Agreement, as modified herein,
and to the Special Servicer’s rights to service Specially Serviced Loans. Except as otherwise set forth below, for purposes
of this Agreement, (i) references to the Trustee, the Certificate Administrator, the Custodian, the Depositor, the Special Servicer,
the Initial Purchasers, the Directing Holder, the Controlling Class Representative, the Operating Advisor, the Rating Agencies,
the Companion Rating Agencies, the 17g-5 Information Provider, and the Certificateholders in the Incorporated Sections (and in
the defined terms used therein) shall be deemed to be references to the Master Servicer hereunder, (ii) references to the Master
Servicer in the Incorporated Sections (and in the defined terms used therein) shall be deemed to be references to the Primary Servicer
hereunder, (iii) references to the Mortgage Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections
(and in the defined terms used therein) shall be deemed to be references to the Mortgage Loans in this Agreement and (iv) references
to the Pari Passu Companion Loans, as defined in the Pooling and Servicing Agreement, in the Incorporated Sections (and in the
defined terms used therein) shall be deemed to be references to the Pari Passu Companion Loan in this Agreement (such modification
of the Incorporated Sections (and in the defined terms used therein) pursuant to clauses (i), (ii), (iii) and (iv) of this sentence
shall be referred to herein as the “References Modification”). In each case where the Master Servicer is given
any power to act under the provisions of the Incorporated Sections, such power is hereby delegated to the Primary Servicer to the
extent necessary to perform its obligations under this Agreement and subject to the restrictions contained in this Agreement. With
respect to all servicing responsibilities of the Master Servicer under the Pooling and Servicing Agreement which are not being
performed by the Primary Servicer under this Agreement, the Primary Servicer shall reasonably cooperate with the Master Servicer
to facilitate the timely performance of such servicing responsibilities.



(c) The following
Sections of the Pooling and Servicing Agreement, unless otherwise provided in this Section 3.01(c) of this Agreement, are
hereby incorporated herein by reference as if fully set forth herein, and, for purposes of this Agreement, in addition to the References
Modification, are hereby further modified as set forth below:

4





(1) Section
1.02. The determination as to the application of amounts collected in respect of any Mortgage Loan, in the absence of express
provisions in the related Loan Documents or to the extent that such terms authorize the lender to use its discretion, shall be
made by the Master Servicer.



(2) Section
2.04(a) and (c). Section 2.04(a)(i) of the Pooling and Servicing Agreement shall be deemed modified to read “The Primary
Servicer is a corporation, duly organized, validly existing and in good standing under the laws of the State of Ohio, and the Primary
Servicer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform
its obligations under this Agreement. The Primary Servicer hereby represents and warrants, as of the date hereof, that (i) each
insurance policy and fidelity bond referenced in Section 3.08(d) of the Pooling and Servicing Agreement names the Master Servicer
as a loss payee; (ii) the Primary Servicer is authorized to transact business in the state or states in which the Mortgaged Properties
for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would
not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement;
and (iii) the Primary Servicer is not a Prohibited Party.



(3) Sections
3.01(a) and (b). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer
shall monitor and certify on a quarterly basis, starting with the quarter ending March of 2012, within thirty (30) days of the
end of such quarter the information on each Mortgage Loan and related Pari Passu Companion Loan as required by, and in the form
of, Exhibit Eattached hereto, pursuant to Section 3.01(c)(24) of this Agreement. In addition, without limiting
the generality of the foregoing, the Primary Servicer shall take all necessary action to continue all UCC Financing Statements
in favor of the originator of each Mortgage Loan or in favor of any assignee prior to the expiration of such UCC Financing Statements.
Notwithstanding the foregoing, the Primary Servicer’s authority is restricted as provided in Section 3.01(c)(19) and
(35) of this Agreement.



(4) Sections
3.01(c) and (d). References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes
of Sections 3.01(c) and (d) of the Pooling and Servicing Agreement. Each provision of Sections 3.01(c) and (d) of the Pooling and
Servicing Agreement shall be enforceable against the Primary Servicer in accordance with the terms thereof. The Primary Servicer
may not enter into Sub-Servicing Agreements in connection with the Mortgage Loans and related Pari Passu Companion Loan, but the
Primary Servicer may delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such
agents or Subcontractors are consistent with the provisions of Section 3.01(c) of the Pooling and Servicing Agreement (including,
for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party at the time the related delegation arrangement
is entered into). The Primary Servicer shall not take any action that the Master Servicer would be prohibited from taking under
the Pooling and Servicing Agreement. The Primary Servicer may not foreclose any Mortgage or, except as permitted by Section
3.01(c)(19) or (35) of this Agreement, grant any modification, extension, waiver or amendment to any Mortgage Loan.



(5) Section 3.01(e).

5





(6) Section
3.03. The Primary Servicer may not waive late payment charges or Default Interest that the Master Servicer is permitted to
waive under Section 3.03(a) of the Pooling and Servicing Agreement without the consent of the Master Servicer. The Primary Servicer
shall promptly (but in no event later than thirty (30) days after the related collection) forward to the Master Servicer a copy
of all operating statements, income statements, budgets and rent rolls collected by the Primary Servicer. The Primary Servicer
shall promptly notify the Master Servicer of any defaults under the Mortgage Loans or related Pari Passu Companion Loan, collection
issues or customer issues.



(7) Section
3.04(a). Without limiting the generality of the obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor
and certify to the information on each Mortgage Loan with respect to taxes, insurance premiums, assessments, ground rents and other
similar items on a quarterly basis starting for the quarter ending in March of 2012, within thirty (30) days of the end of such
quarter as required by, and in the form of, Exhibit Eattached hereto, pursuant to Section 3.01(c)(24) of
this Agreement.



(8) Section
3.04(b). The creation of any Escrow Account shall be evidenced by a certification in the form of Exhibit Fattached
hereto and a copy of such certification shall be furnished to the Master Servicer on or prior to the Closing Date and thereafter
to the Master Servicer upon any transfer of any Escrow Account.



(9) Section
3.04(c). The Primary Servicer shall not be obligated to make any Property Advances, except as described in the following sentence.
The Primary Servicer shall give the Master Servicer not less than five (5) Business Days’ notice before the date on which
the Master Servicer is required to make any Property Advance with respect to any Mortgage Loan; provided, however, that, with respect
to any Property Advance that is necessary for the purpose of effecting the payment of (i) real estate taxes, assessments and other
similar items, (ii) ground rents (if applicable), and (iii) premiums on insurance policies and that are required to be made on
an urgent or emergency basis such that the Primary Servicer is unable to provide the Master Servicer with sufficient notice to
enable the Master Servicer to make such Property Advance, the Primary Servicer shall make such Property Advance and the Master
Servicer shall reimburse the Primary Servicer for such Property Advance within five (5) Business Days of receipt of written request
therefore and interest thereon at the Advance Rate without regard to the Master Servicer’s determination of recoverability.
In addition, the Primary Servicer shall provide the Master Servicer with such information in its possession as the Master Servicer
may reasonably request to enable the Master Servicer to determine whether a requested Property Advance would constitute a Nonrecoverable
Property Advance.



(10) Section
3.05(a). The Primary Servicer shall establish a custodial account (hereinafter the “Primary Servicer Collection Account”),
meeting all of the requirements of the Collection Account, and references to the Collection Account shall be references to such
Primary Servicer Collection Account. The creation of any Primary Servicer Collection Account shall be evidenced by a certification
in the form of Exhibit Fattached hereto and a copy of such certification shall be furnished to the Master Servicer
on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Primary Servicer Collection Account.
Notwithstanding the fourth paragraph of Section 3.05(a), the Primary Servicer shall deposit into the Primary Servicer Collection
Account and include in its Primary Servicer Remittance Amount

6





all Default Interest, any late
payment fees, Modification Fees, defeasance fees, Assumption Fees, loan service transaction fees, assumption application fees,
consent fees, Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for checks returned
for insufficient funds and other fees and amounts collected from Borrowers that constitute additional Servicing Compensation and/or
additional Special Servicing Compensation (in each case, other than those to which the Primary Servicer is entitled pursuant to
Section 3.01(c)(22) of this Agreement). Any amounts of additional Special Servicing Compensation payable to the Special
Servicer shall be remitted to the Special Servicer by the Master Servicer. For purposes of the last paragraph of Section 3.05(a)
of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced
therein directly to the Primary Servicer for deposit in the Primary Servicer Collection Account.



(11) Section
3.05(c) is not incorporated herein. With respect to each Distribution Date, the Primary Servicer shall deliver to the Master
Servicer on or before the Primary Servicer Remittance Date the Primary Servicer Remittance Amount for such date. Each remittance
required to be made to the Master Servicer on the Primary Servicer Remittance Date shall be made by wire transfer and shall be
made by 2:00 p.m. Charlotte, North Carolina time on such date. Each month, on each Business Day between the Primary Servicer Remittance
Date and the Distribution Date, the Primary Servicer shall forward to the Master Servicer by wire transfer the Primary Servicer
Remittance Amount for such date. Each month, on each Business Day that the Primary Servicer is not required to remit to the Master
Servicer pursuant to the previous sentence, the Primary Servicer shall forward to the Master Servicer by wire transfer all amounts
collected by the Primary Servicer and not previously remitted to the Master Servicer which constitute delinquent payments on the
Mortgage Loans and any related Penalty Charges. Section 3.01(c)(24) of this Agreement sets forth certain reporting requirements
with respect to such remittances.



(12) Section
3.05(g) and (h). The creation of any Pari Passu Loan Combination Collection Account shall be evidenced by a certification in
the form of Exhibit Fattached hereto and a copy of such certification shall be furnished to the Master Servicer
on or prior to the Closing Date and thereafter to the Master Servicer upon any transfer of the Pari Passu Loan Combination Collection
Account. Notwithstanding the second paragraph of Section 3.05(g), the Primary Servicer shall deposit into the Pari Passu
Loan Combination Collection Account and include in its Pari Passu Loan Combination Remittance Amount all Default Interest, any
late payment fees, Modification Fees, defeasance fees, Assumption Fees, loan service transaction fees, assumption application fees,
consent fees, Prepayment Interest Excess, charges for beneficiary statements or demands, amounts collected for checks returned
for insufficient funds and other fees and amounts collected from Borrowers that constitute additional Servicing Compensation and/or
additional Special Servicing Compensation (in each case, other than those to which the Primary Servicer is entitled pursuant to
Section 3.01(c)(22) of this Agreement). Any amounts of additional Special Servicing Compensation payable to the Special
Servicer shall be remitted to the Special Servicer by the Master Servicer. For purposes of the last paragraph of Section 3.05(g)
of the Pooling and Servicing Agreement, the Master Servicer shall direct the Special Servicer to make payment of amounts referenced
therein directly to the Primary Servicer for deposit in the Pari Passu Loan Combination Collection Account.

7





(13) Section
3.06(a) is not incorporated herein. The Primary Servicer may, from time to time, make withdrawals from the Primary Servicer
Collection Account for any of the following purposes (the order set forth below not constituting an order of priority for such
withdrawals):



(i) to remit
to the Master Servicer for deposit in the Collection Account the amounts required to be so deposited pursuant to the first paragraph
of Section 3.05(b) of the Pooling and Servicing Agreement and Section 3.01(c)(11) of this Agreement;



(ii) to pay
itself earned and unpaid Primary Servicing Fees, with respect to the Mortgage Loans and/or any successor REO Loans in respect thereof,
the Primary Servicer’s right to payment pursuant to this clause (ii) with respect to any such Mortgage Loan or REO
Loans being limited to amounts on deposit in the Primary Servicer Collection Account that are received on or in respect of on such
Mortgage Loan or REO Loan, as applicable, that are allocable as recovery of interest thereon;



(iii) to
pay itself out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan or REO Property
any related earned Primary Servicing Fee that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination
made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account of all amounts received in
connection therewith;



(iv) to pay
itself, as additional servicing compensation in accordance with Section 3.12(a) of the Pooling and Servicing Agreement, interest
and investment income earned in respect of amounts held in the Primary Servicer Collection Account as provided in Section 3.01(c)(15)
of this Agreement, but only to the extent of the net investment earnings, if any, with respect to the Primary Servicer Collection
Account for any Collection Period;



(v) to clear
and terminate the Primary Servicer Collection Account at the termination of this Agreement pursuant to Section 9.01 of the Pooling
and Servicing Agreement, as modified herein; and



(vi) to remove
any amounts deposited in the Primary Servicer Collection Account in error.



The Primary
Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable
to each Mortgage Loan, and on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit
or credit from the Primary Servicer Collection Account. Upon written request, the Primary Servicer shall provide to the Master
Servicer such records.



(14) Section
3.06(b) and (d). References in Section 3.06(b) to the Servicer Remittance Date shall be references to the Primary Servicer
Remittance Date, references in Section 3.06(b) to the Servicing Fee shall be references to the Primary Servicing Fee and

8





references in Section 3.06(b)
to the Collection Account shall be references to the Primary Servicer Collection Account. All amounts payable to “itself”
under clauses (ii)(to the extent of the excess of the Servicing Fee over the Primary Servicing Fee) (iii), (iv)(to the extent of
Property Advances for which the Primary Servicer is not owed reimbursement), (v), (vi), (vii), (viii), (ix)(A)(2), (xi) or (xii)
of Section 3.06(b) shall be payable to the Master Servicer. All such amounts, and amounts payable to the Special Servicer, the
Trustee, the Operating Advisor, the Certificate Administrator, the Trust or any other Person under Section 3.06(b) (other than
to the Pari Passu Companion Loan Noteholder or the Primary Servicer) shall be promptly withdrawn and delivered to the Master Servicer
with the related Primary Servicer Remittance Amount for payment or application by the Master Servicer in accordance with the Pooling
and Servicing Agreement.



(15) Section
3.07 is not incorporated herein. The Primary Servicer may invest funds in the Primary Servicer Collection Account, the Pari
Passu Loan Combination Collection Account, and/or any Borrower Account maintained by it on the same terms as the Master Servicer
may invest funds in the Collection Account, the Pari Passu Loan Combination Collection Account and/or a Borrower Account, and subject
to the same rights, restrictions and obligations regarding maturity dates, gains, losses, withdrawals, possession and control of
Permitted Investments and Permitted Investments payable on demand. Without limiting the generality of the foregoing, any investment
of funds in the Primary Servicer Collection Account, the Pari Passu Loan Combination Collection Account and/or Borrower Account
shall be made in the name of the Trustee (in its capacity as such).



(16) Sections
3.08(a) and (c). References to the Collection Account shall be references to the Primary Servicer Collection Account. All insurance
policies caused to be maintained by the Primary Servicer hereunder shall also name the Master Servicer as loss payee. Within fifteen
(15) days after the execution date of this agreement, the Primary Servicer shall forward to the Master Servicer a fully completed
certificate of insurance in the form of Exhibit Hattached hereto. Without limiting the generality of the
obligations of the Primary Servicer hereunder, the Primary Servicer shall monitor and certify as to the status of insurance policies
relating to the Mortgage Loans on a quarterly basis starting for the quarter ending on March of 2012, within 30 days of the end
of such quarter as required by, and in the form of, Exhibit Eattached hereto, pursuant to Section 3.01(c)(24)
of this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any Mortgaged Property that is not insured
against terrorist or other similar acts. The Master Servicer or the Special Servicer shall make all determinations with respect
to terrorism insurance matters required to be made under Section 3.08 of the Pooling and Servicing Agreement, and the Primary Servicer
shall reasonably cooperate with the Master Servicer in connection therewith.



(17) Section
3.08(b). References to the Collection Account shall be references to the Primary Servicer Collection Account.



(18) Section
3.08 (d). The Primary Servicer shall cause to be delivered to the Master Servicer from time to time upon the Master Servicer’s
reasonable request a certificate of insurance or other evidence of such fidelity bond and errors and omissions insurance. The Primary
Servicer shall promptly notify or cause its insurer to notify the Master Servicer of any material change to such fidelity bond
or errors and omissions insurance.

9





(19) Section
3.09. The Primary Servicer will not permit or consent to any assumption, transfer or other action contemplated by Section 3.09
of the Pooling and Servicing Agreement (excluding Section 3.09(g) of the Pooling and Servicing Agreement) without the prior written
consent of the Master Servicer. With respect to any such proposed action, the Primary Servicer shall perform and forward to the
Master Servicer any analysis, recommendation or other information required to be prepared and/or delivered by the Master Servicer
under Section 3.09 of the Pooling and Servicing Agreement. The Master Servicer, not the Primary Servicer, will deal directly with
the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer. If the Master Servicer
consents to any such assumption, transfer or other action, the Primary Servicer shall process, document and close such transaction.
Section 3.09(d) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly provide
copies of any waivers it effects pursuant to this Section to the Master Servicer and the Master Servicer will provide notice or
copies to the 17g-5 Information Provider and Rating Agencies to the extent required by the Pooling and Servicing Agreement. Section
3.09(g) of the Pooling and Servicing Agreement is not incorporated herein. The Primary Servicer shall promptly forward all requests
for defeasance to the Master Servicer. The Master Servicer will deal or communicate directly with the Borrower in connection with
any defeasance.



(20) Section
3.10. References to the Master Servicer shall not be deemed to be references to the Primary Servicer for purposes of Section
3.10 (other than Section 3.10(i)) of the Pooling and Servicing Agreement.



(21) Section
3.11. The references to the Collection Account in Section 3.11(a) of the Pooling and Servicing Agreement shall be references
to the Primary Servicer Collection Account. No expense incurred in connection with any instrument of satisfaction or deed of reconveyance
shall be chargeable to the Primary Servicer Collection Account.



(22) Section
3.12(a). References to the Servicing Fee shall be references to the Primary Servicing Fee and references in the definition
of “Servicing Fee” to the Servicing Fee Rate shall be references to the Primary Servicing Fee Rate. The second paragraph
of Section 3.12(a) is not incorporated herein. In addition, the Primary Servicer shall be entitled to receive, as additional
servicing compensation, to the extent the Master Servicer is entitled to such amounts under the Pooling and Servicing Agreement,
(i) all investment income earned on amounts on deposit in the Primary Servicer Collection Account and certain Borrower Accounts
(to the extent consistent with the related Loan Documents), (ii) 100% of any amounts collected by the Primary Servicer for checks
returned for insufficient funds, demand fees or similar items with respect to the Mortgage Loans and Pari Passu Companion Loans
to the extent the Master Servicer is entitled to such items under Section 3.12(a)(iii) of the Pooling and Servicing Agreement,
(iii) 50% of that portion of any Modification Fees (or similar fees), Assumption Fees, consent fees and similar fees and assumption
application fees to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with
respect to the Mortgage Loans and Pari Passu Companion Loans, and (iv) 100% of that portion of any beneficiary statement charges
to which the Master Servicer is entitled under Section 3.12(a)(iv) of the Pooling and Servicing Agreement with respect to the Mortgage
Loans and Pari Passu Companion Loans. The Primary Servicer shall not be entitled to any defeasance fees,

10





Prepayment Interest Excesses, Default Interest,
Penalty Charges or other amounts not specifically addressed above in this Section 3.01(c)(22).



(23) Sections
3.12(e) and (f). The Primary Servicer shall promptly notify the Master Servicer of any request or inquiry described in the
second paragraph of Section 3.12(f).



(24) Section
3.13(a) is not incorporated herein. The Primary Servicer shall deliver to the Master Servicer, no later than 5:00 p.m. New
York City time on the Primary Servicer Reporting Date, by electronic transmission in the format reasonably acceptable to the Master
Servicer and the Primary Servicer, the CREFC Loan Periodic Update File, providing the required information as of such Determination
Date. The Primary Servicer shall deliver to the Master Servicer by electronic transmission (in a format reasonably acceptable to
the Master Servicer and the Primary Servicer) (a) not later than 5:00 p.m. New York City time on the first Business Day following
each Determination Date, the Collection Report (the information therein to be stated as of the Determination Date) in the form
of Exhibit Gand (b) within thirty (30) days after the end of each calendar quarter, beginning with the quarter ending
on March 31, 2012, the certification on the Mortgage Loans, including without limitation information regarding UCC Financing Statements,
taxes, insurance premiums and ground rents, required by and in the form of Exhibit Eattached hereto. The
Primary Servicer shall deliver to the Master Servicer no later than 5:00 pm New York City time on the second Business Day of each
month by electronic transmission in a format reasonably acceptable to the Master Servicer and the Primary Servicer, a remittance
report containing scheduled balance information for each Mortgage Loan reflecting the scheduled Monthly Payment for such month
in the form of Exhibit Gattached hereto. In addition, on each day that the Primary Servicer forwards to the Master
Servicer any funds pursuant to Section 3.01(c)(11) of this Agreement, the Primary Servicer shall deliver to the Master Servicer
by electronic transmission in a format reasonably acceptable to the Master Servicer and the Primary Servicer, a report of the nature
of such remittance in the form of Exhibit Gattached hereto. The Primary Servicer shall also prepare and deliver
to the Master Servicer not later than 5:00 p.m. New York City time on the first Business Day following each Determination Date,
a certification in the form of Exhibit Jattached hereto. The Primary Servicer shall (no later than the time(s) that
it or any portion thereof is made to the Certificate Administrator) make available to each related Pari Passu Companion Loan Noteholder
the CREFC Investor Reporting Package (CREFC IRP), on a monthly basis.



(25) Section
3.13(b). References to the Collection Account shall be references to such Primary Servicer Collection Account.



(26) Sections
3.13(c), (d) and (e). The Primary Servicer shall deliver to the Master Servicer, no later than 5:00 p.m., New York City time
on the Primary Servicer Reporting Date, by electronic transmission in the format mutually agreed upon by the Master Servicer and
the Primary Servicer, the reports, statements and files required by Section 3.13(c). All reports, statements and files required
by Section 3.13(d) shall be electronically delivered to the Master Servicer in Microsoft Excel format promptly upon completion,
and in any event, at least five (5) Business Days before the Master Servicer must deliver or make available such reports, statements
and files under the Pooling and Servicing Agreement. The second paragraph of Section 3.13(d) shall not be applicable to
the Primary Servicer and shall not be incorporated herein. The Primary Servicer in connection with the reports that it prepares
in connection with

11





Sections 3.13(c) and (d)
of the Pooling and Servicing Agreement will afford the Master Servicer reasonable cooperation by providing such information as
the Master Servicer may reasonably request in connection with the Master Servicer’s responsibilities in Sections 3.13(c),
(d) and (e) of the Pooling and Servicing Agreement.



(27)   Sections
3.14 (a) and (b). The Primary Servicer shall also be subject to Section 3.01(c)(37) of the Agreement. None of the restrictions
in Section 3.14 of the Pooling and Servicing Agreement or Section 3.01(c)(37) of this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Primary Servicer, on the one hand, and a Rating Agency, Companion
Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s, Companion Rating Agency’s or NRSRO’s
review of the ratings it assigns to the Primary Servicer, (ii) such Rating Agency’s, Companion Rating Agency’s or NRSRO’s
approval of the Primary Servicer as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s,
Companion Rating Agency’s or NRSRO’s evaluation of the Primary Servicer’s servicing operations in general; provided,
however, that the Primary Servicer shall not provide any information relating to the Certificates or the Mortgage Loans
to a Rating Agency, Companion Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency, Companion
Rating Agency or NRSRO unless (x) Borrower, property or deal specific identifiers are redacted; or (y) such information has already
been provided to the Depositor and has been uploaded on to the 17g-5 Information Provider’s Website.



(28) Sections
3.17(a) and (b). The Primary Servicer shall promptly (but in no event later than fifteen (15) days after the completion of
related inspection report) forward to the Master Servicer a copy of all inspection reports prepared by or on behalf of the Primary
Servicer. The Primary Servicer may engage a third party at its cost to perform property inspections and prepare property inspection
reports without first obtaining the consent of the Master Servicer; provided, however, that the Primary Servicer
shall remain obligated and primarily liable to the Master Servicer for satisfactory completion of the inspections and reports as
required by this Agreement. The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that gives
rise to enforcement rights with respect to the Manager under the related Loan Documents and Management Agreement.



(29) Section
3.17(c). On each Primary Servicer Remittance Date, the Primary Servicer shall deposit into the Primary Servicer Collection
Account as part of the Primary Servicer Remittance Amount, the amount set forth in Section 3.17(c) of the Pooling and Servicing
Agreement to the extent resulting from Principal Prepayments on the Mortgage Loans and to the extent that the Master Servicer is
required to remit such amounts under Section 3.17(c) of the Pooling and Servicing Agreement, and except that references to Master
Servicing Fees in Section 3.17(c) of the Pooling and Servicing Agreement shall be references to Primary Servicing Fees.



(30) Sections
3.17(d) and (e). With respect to the Mortgage Loans serviced hereunder, the Primary Servicer shall inform the ground lessor
that any notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer in addition to
the Primary Servicer.

12







(31) Section
3.20.



(32) Section
3.23(a). The Primary Servicer shall promptly notify the Master Servicer of any event or circumstance that the Primary Servicer
deems to cause any Mortgage Loan to become a Specially Serviced Loan. The determination as to whether a Mortgage Loan has become
a Specially Serviced Loan shall be made by the Master Servicer and the Master Servicer shall promptly notify the Primary Servicer
of any such determination. Upon receipt by the Master Servicer of notice from the Special Servicer that a Specially Serviced Loan
has become a Corrected Mortgage Loan, the Master Servicer shall promptly give the Primary Servicer notice thereof and the obligation
of the Primary Servicer to service and administer such Mortgage Loan shall resume.



(33) Section
3.23(d) is not incorporated herein. The Primary Servicer shall continue to process payments and maintain ongoing payment records
with respect to each Mortgage Loan that becomes a Specially Serviced Loan or an REO Property and shall timely provide the Master
Servicer and the Special Servicer with any information required by either to perform their respective duties under the Pooling
and Servicing Agreement. Pursuant to Section 3.01(c)(22) of this Agreement, the Primary Servicer shall be entitled to receive
the Primary Servicing Fee for so long as the Master Servicer receives its fee, with respect to each Specially Serviced Loan.



(34) Sections
3.24(b), (c), (d) and (e). Any request for a No Downgrade Confirmation shall be made in accordance with Section 3.01(c)(37)
of this Agreement.



(35) Sections
3.26. The Primary Servicer shall not permit or consent to any modification, extension, waiver, consent or other action contemplated
by Section 3.26 of the Pooling and Servicing Agreement without the prior written consent of the Master Servicer. With respect to
any such proposed action, the Primary Servicer shall perform and forward to the Master Servicer any analysis, recommendation or
other information required to be prepared and/or delivered by the Master Servicer under Section 3.26 of the Pooling and Servicing
Agreement and, if the Master Servicer consents to any such modification, extension, waiver, consent or other action, the Primary
Servicer shall process, document and close such transaction. The Master Servicer, not the Primary Servicer, will deal directly
with the Special Servicer in connection with obtaining any necessary approval or consent from the Special Servicer. When forwarding
a request for the approval of any lease or renewal or extension thereof, the Primary Servicer shall forward to the Master Servicer
the information concerning such lease required by, and in the form of, Exhibit Iattached hereto. The Primary Servicer
will not permit any Principal Prepayment with respect to any Mortgage Loan without the written consent of the Master Servicer.
The Primary Servicer shall promptly forward all requests for Principal Prepayments to the Master Servicer, along with a payoff
statement setting forth the amount of the necessary Principal Prepayment calculated by the Primary Servicer.



(36) Section 3.27.



(37) Section
3.30 is not incorporated herein. Notwithstanding any provision herein to the contrary, the Primary Servicer shall not make
any request to a Rating Agency or Companion Rating Agency for a No Downgrade Confirmation; all such requests shall be made

13





by, and as determined necessary
by, the Master Servicer. The Primary Servicer shall not communicate (orally or in writing) with any Rating Agency or Companion
Rating Agency regarding any of the Loan Documents or any matter related to the Mortgage Loans, the related Mortgaged Properties,
the related Borrowers or any other matters in connection with the Certificates or Pari Passu Companion Loan Securities or pursuant
to this Agreement or the Pooling and Servicing Agreement. The Primary Servicer agrees to comply (and to cause each and every subcontractor,
vendor or agent for the Primary Servicer and each of its officers, directors and employees to comply) with the provisions relating
to communications with the Rating Agencies or Companion Rating Agencies set forth in this Section 3.01(a)(37) and the Pooling
and Servicing Agreement and shall not deliver to any Rating Agency or any Companion Rating Agency any report, notice, statement,
request for No Downgrade Confirmation or other information the communication of which to the Rating Agencies or Companion Rating
Agencies is restricted by the Pooling and Servicing Agreement.



All information
described in the immediately preceding paragraph will be provided by, and all such communications, responses and requests described
in the immediately preceding paragraph will be made by, the Master Servicer in accordance with the procedures required by the Pooling
and Servicing Agreement. To the extent that the Master Servicer is required to provide any information to, or communicate with,
any Rating Agency or any Companion Rating Agency in accordance with its obligations under the Pooling and Servicing Agreement and
such information or communication is regarding the Mortgage Loans or the primary servicing by the Primary Servicer under this Agreement,
the Primary Servicer shall provide the information to the Master Servicer necessary for the Master Servicer to fulfill such obligations.



(38) Section
4.07 is not incorporated herein. The Primary Servicer shall have no obligation to make P&I Advances.



(39) Sections
10.01, 10.02, 10.03, 10.05, 10.06, 10.07, 10.08, 10.09, 10.11, 10.12, 10.13 and 10.17. The Primary Servicer shall cooperate
fully with the Master Servicer and deliver to the Master Servicer any and all statements, reports, certifications, records and
any other information in it possession and necessary in the good faith determination of the Master Servicer, the Certificate Administrator,
the Trustee or the Depositor or any Other Depositor or Other Trustee to permit the Depositor to comply with the provisions of Regulation
AB and the Master Servicer to comply with its obligations under Article X of the Pooling and Servicing Agreement, together with
such disclosures relating to the Primary Servicer, or the servicing of the Mortgage Loans, reasonably believed by the Depositor,
the Certificate Administrator or the Master Servicer or any Other Depositor or Pari Passu Companion Loan Trustee to be necessary
in order to effect such compliance. For purposes of this Section 3.01(c)(39) of this Agreement, references to the Trustee,
the Certificate Administrator, the Depositor or any Other Depositor or Pari Passu Companion Loan Trustee in Article X of the Pooling
and Servicing Agreement shall not be deemed to be references to the Master Servicer but shall remain references to the Trustee,
the Certificate Administrator, the Depositor or any Other Depositor or Pari Passu Companion Loan Trustee, as applicable; provided
that the Primary Servicer shall copy the Master Servicer on any notice, certificate or information provided to the Trustee, the
Certificate Administrator, the Depositor or any Other Depositor or Pari Passu Companion Loan Trustee pursuant to this Section
3.01(c)(39) of this Agreement.

14





With respect
to any period that the Primary Servicer is a servicer as contemplated by Item 1108(a)(2) of Regulation AB, the Primary Servicer
shall perform all obligations under Section 10.03 applicable to a servicer as contemplated by Item 1108(a)(2) of Regulation AB
(including, without limitation, any obligation or duty the Master Servicer is required under Section 10.03 to cause (or use commercially
reasonable efforts to cause) a servicer as contemplated by Item 1108(a)(2) of Regulation AB to perform).



With respect
to Section 10.05, it is hereby acknowledged that the Mortgaged Property related to Poughkeepsie Galleria Mortgage Loan is a Significant
Obligor, and, accordingly, Item 6 of Form 10-D and Item 1112(b)(1) of Form 10-K provide for the inclusion of updated net operating
income for the Mortgaged Property, as required by Item 1112(b)(1) of Regulation AB, on each Form 10-D to be filed by the Trust
with respect to a Distribution Date immediately following the date in which each financial statement of the Significant Obligor
is required to be delivered to the lender under the related Mortgage Loan documents (which, with respect to the Poughkeepsie Galleria
Mortgage Loan, for the avoidance of doubt, is 30 days following the end of each fiscal quarter or 90 days following the end of
each fiscal year, as applicable, as set forth in Section 9.1(f)(ii) of the related loan agreement), or on each Form 10-K filed
by the Trust, as applicable. After receipt of the updated net operating income information, the Primary Servicer shall deliver
copies of the related operating statements and other financial statements to the Master Servicer and update the following columns
of the CREFC Loan Periodic Update File for (i) the next succeeding Distribution Date if the Primary Servicer receives such updated
net operating income information at least ten (10) Business Days prior to the Determination Date related to such Distribution Date
or (ii) the second succeeding Distribution Date if the Primary Servicer does not receive such updated net operating income information
at least ten (10) Business Days prior to the Determination Date related to the Distribution Date set forth in clause (i): [BB,
BP, BT and BU (corresponding fields 54 – “Preceding Fiscal Year NOI,” 68 – “Most Recent NOI,”
72 – “Most Recent Financial As of Start Date” and 73 – “Most Recent Financial As of End Date”),]
as such column references and field numbers may change from time to time. In the event that the Primary Servicer does not receive
financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of the
Significant Obligor with respect to the Poughkeepsie Galleria Mortgage Loan within five (5) Business Days after the date such financial
information is required to be delivered under the related Loan Documents, the Primary Servicer shall notify the Depositor (with
a copy to the Master Servicer) that it has not received them. The Primary Servicer shall use efforts consistent with the Servicing
Standard (taking into account, in addition, the ongoing reporting obligations of the Depositor under the Exchange Act) to obtain
the financial statements of the related Borrower under the related Loan Documents. The Primary Servicer shall retain written evidence
of each instance in which it attempts to contact the Borrower related to the Poughkeepsie Galleria Mortgage Loans to obtain the
required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or
Form 10-K, as applicable, is required to be filed by the Trust, shall forward an Officer’s Certificate evidencing its attempts
to obtain this information to the Certificate Administrator, the Depositor and the Master Servicer. This Officer’s Certificate
should be addressed to the Certificate Administrator as follows: 1761 East St. Andrew Place, Santa Ana, California 92705-4934,
Attention: Trust Administration—UB11C1. Without limiting the generality of the foregoing, the Primary Servicer shall deliver
the financial information regarding a Significant Obligor to the Master Servicer and the Certificate Administrator under and in
accordance with the first paragraph of

15





Section 10.05(b)
of the Pooling and Servicing Agreement with respect to such Significant Obligor and shall fully perform the obligations of the
Master Servicer under the second and third paragraphs of Section 10.05(b) of the Pooling and Servicing Agreement.



Any Additional
Form 10-D Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be delivered
to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant, also to the
Depositor and the Certificate Administrator (and to any Pari Passu Companion Loan Trustee, Other Certificate Administrator or Other
Depositor related to any Other Securitization trust relating to any securitized Pari Passu Companion Loan)) within the time provided
in Section

10.06.



Any
Additional Form 10-K Disclosure and related Additional Disclosure Notification required to be delivered by the Primary Servicer
shall be delivered to the Master Servicer (and, if the Primary Servicer is an Additional Servicer or a Servicing Function Participant,
also to the Depositor and the Certificate Administrator (and to any Other Depositor, Other Certificate Administrator or Pari Passu
Companion Loan Trustee related to any Other Securitization trust relating to any securitized Pari Passu Companion Loan)) by March
1st(with a grace period through March 10th),
commencing March 2012.



The
Primary Servicer (without regard to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional
Servicer) shall provide a Performance Certification described in Section 10.08 (on which the Master Servicer and its officers,
directors and Affiliates, in addition to the Certification Parties, can reasonably rely) to the Master Servicer by March 1st(with a grace period through March 10th).
If the Primary Servicer is a Reporting Servicer, such Performance Certification shall also be provided to the Certifying Person
by the time required by the Pooling and Servicing Agreement, and if the Primary Servicer is not a Reporting Servicer, such Performance
Certification shall be delivered only to the Master Servicer. In addition, the Primary Servicer (a) shall provide such information
and assistance as may be reasonably required to cooperate with the Master Servicer in complying with Section 10.08 and (b) shall
cooperate with the Master Servicer’s reasonable requests in performing its due diligence for its certification under Section
10.08.



Any Form 8-K
Disclosure Information and related Additional Disclosure Notification required to be delivered by the Primary Servicer shall be
delivered to the Master Servicer, the Depositor and the Certificate Administrator (and to any Other Depositor and Pari Passu Companion
Loan Trustee related to any Other Securitization trust relating to any securitized Pari Passu Companion Loan) within the time provided
in Section 10.09.



The
Primary Servicer (without regarding to whether the Primary Servicer is an Additional Servicer or Servicing Function Participant)
shall deliver its Officer’s Certificate required by Section 10.11 to the Master Servicer by March 1st(with a grace period through March 10th)
each year. If the Primary Servicer is an Additional Servicer or Servicing Function Participant, the Primary Servicer shall also
deliver such Officer’s Certificate to the Certificate Administrator, the Trustee and Depositor within the time provided in
Section 10.11, and if the Primary Servicer is not an Additional Servicer or Servicing Function Participant, such Officer’s
Certificate shall be delivered only to the Master Servicer.

16





The
Primary Servicer (without regarding to whether the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or
Additional Servicer) shall deliver the items required under Sections 10.12 and 10.13 regarding itself (the “report on an
assessment of compliance with Relevant Servicing Criteria” and “accountants’ report”) to the Master Servicer
by March 1st(with a grace period through March 10th)
each year. If the Primary Servicer is a Servicing Function Participant, a Reporting Servicer or Additional Servicer, the report
on an assessment of compliance with Relevant Servicing Criteria and accountants’ report shall also be delivered to the Certificate
Administrator, the Trustee and Depositor (and to any Other Depositor and Pari Passu Companion Loan Trustee for any Other Securitization
trust which owns a Pari Passu Companion Loan) within the time provided in Sections 10.12 and 10.13, and if the Primary Servicer
is not an Servicing Function Participant, a Reporting Servicer or Additional Servicer, the report on an assessment of compliance
with Relevant Servicing Criteria and accountants’ report shall be delivered only to the Master Servicer.



Subject to
other provisions of this Agreement restricting the right of the Primary Servicer to retain subservicers or subcontractors, the
provisions of Article X regarding retaining a “Sub-Servicer,” “Subcontractor,” “Additional Servicer”
or “Servicing Function Participant” shall be applicable to any sub-servicer, subcontractor or agent hired by the Primary
Servicer to perform any of its obligations hereunder and the Primary Servicer shall comply with such provisions.



The Primary
Servicer shall indemnify and hold harmless the Master Servicer, the Certification Party, the Certificate Administrator, the Trustee,
the Depositor and the Other Depositor (and their respective employees, directors and officers, and each other person who controls
any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against any and
all expenses, losses, claims, damages, penalties, fines, forfeitures, legal fees, judgments, costs and other liabilities, including
without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising
out of (i) the failure to perform its obligations to the Master Servicer, the Depositor or Certificate Administrator (or any Other
Depositor or Pari Passu Combination Loan Trustee) under this Section 3.01(c)(39) by the time required after giving effect
to any applicable grace period or cure period, or the negligence, bad faith or willful misconduct on the part of the Primary Servicer
in the performance of such obligations or (ii) the failure of any Servicing Function Participant or Additional Servicer retained
by it to perform its obligations to the Master Servicer, the Depositor or Certificate Administrator under this Section 3.01(c)(39)
by the time required after giving effect to any applicable grace period and cure period.



The Primary
Servicer shall indemnify and hold harmless each Certification Party, the Depositor or any employee, director or officer of the
Depositor from and against any losses, damages, penalties, fines, forfeitures, legal fees, claims, fees and expenses and related
costs, judgments and other costs and expenses incurred by such indemnified party arising out of (i) a breach of its obligations
to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to
this Agreement, (ii) the negligence, bad faith or willful misconduct on its part in the performance of such obligations or (iii)
any failure by a Servicer (as defined in Section 10.17 of the Pooling and Servicing Agreement) to identify a Servicing Function
Participant pursuant to Section 10.17 of the Pooling and Servicing Agreement.

17





If the
indemnification provided for in this Section 3.01(c)(39) is unavailable or insufficient to hold harmless any Certification
Party, the Master Servicer, the Depositor or any employee, director or officer of the Depositor, then the Primary Servicer shall
contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages or liabilities of
the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party on the one hand
and the Primary Servicer on the other in connection with a breach of the Primary Servicer’s obligations pursuant to this
Section 3.01(c)(39).



Section 3.02 Merger or Consolidation of the Primary
Servicer.



The Primary
Servicer shall keep in full effect its existence, rights and franchises as a corporation under the laws of the state of its formation.
The Primary Servicer shall continue to be authorized to transact business in the state or states in which the Mortgaged Properties
for the Mortgage Loans are situated, if and to the extent required by applicable law, except where the failure to so comply would
not adversely affect the Primary Servicer’s ability to perform its obligations in accordance with the terms of this Agreement.



Any Person
into which the Primary Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Primary Servicer shall be a party, or any Person succeeding to all or substantially all of the business of the Primary
Servicer, shall be the successor of the Primary Servicer hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however, that the successor
or surviving Person (i) must be a business entity whose business includes the servicing of mortgage loans and shall be authorized
to transact business in the state or states in which the related Mortgaged Properties it is to service are situated to the extent
required by applicable law, (ii) must be an approved servicer of multifamily mortgage loans for FHLMC or FNMA or a HUD- approved
servicer, (iii) must be acceptable to the Master Servicer, which consent may not be unreasonably withheld, and (iv) shall have
assumed in writing the obligations of the Primary Servicer under this Agreement.



Section 3.03 Limitation on Liability of the Primary
Servicer and Others.



Neither the
Primary Servicer nor any of the officers, employees or affiliates, agents of the Primary Servicer shall be under any liability
to the Master Servicer for any action taken, or for refraining from the taking of any action, in good faith pursuant to this Agreement,
or for errors in judgment; provided, however, that this provision shall not protect the Primary Servicer or any such person against
any breach of representations or warranties made herein, or against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith, fraud or negligence (or by reason of any specific liability imposed hereunder for a breach of the
Servicing Standard) in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
and duties. The Primary Servicer and any officer, employee or agent of the Primary Servicer may rely in good faith on any document
of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder.
The Primary Servicer shall not be under any obligation to appear in, prosecute or defend any legal action unless such action relates
to its respective duties under this Agreement and which in its opinion does not expose it to any expense or liability not recoverable
from the

18





Trust Fund; provided,
however, the Primary Servicer may, with the consent of the Master Servicer, undertake any such action, proceeding, hearing
or examination that it may deem necessary or desirable in respect to this Agreement and the rights and duties of the parties hereto.
In such event, to the extent that the legal expenses and costs of such action, proceeding, hearing or examination and any liability
resulting therefrom are reimburseable, and are reimbursed to the Master Servicer, by the Trust Fund pursuant to the Pooling and
Servicing Agreement, the Primary Servicer shall be entitled to be reimbursed therefor from the Master Servicer upon written demand.
To the extent provided in Section 6.03 of the Pooling and Servicing Agreement, the Primary Servicer shall be indemnified and held
harmless by the Trust Fund against any loss, liability or expense, incurred in connection with any claim, loss, penalty, fine,
foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates, other than any loss, liability
or expense (including legal fees and expenses) incurred by the Primary Servicer by reason of willful misconduct, bad faith, fraud
or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder. The
Primary Servicer shall not have any rights of indemnification out of the Trust Fund except through the Master Servicer as described
above and, in each case, to the full extent that the Master Servicer is permitted to indemnification from the Trust Fund under
the Pooling and Servicing Agreement.



Section 3.04 Primary Servicer Not to Resign.



The Primary
Servicer shall not resign from the obligations and duties hereby imposed on it except by sixty (60) days prior written notice to
the Master Servicer, or upon the determination that its duties hereunder are no longer permissible under applicable law and such
incapacity cannot be cured by the Primary Servicer. Any such determination permitting the resignation of the Primary Servicer shall
be evidenced by an Opinion of Counsel to such effect delivered to the Master Servicer, which Opinion of Counsel shall be in form
and substance acceptable to the Master Servicer.



Section 3.05 No Transfer or Assignment of Servicing.



With respect
to the responsibility of the Primary Servicer to service the Mortgage Loans hereunder, the Primary Servicer acknowledges that the
Master Servicer has acted in reliance upon the Primary Servicer’s independent status, the adequacy of its servicing facilities,
plant, personnel, records and procedures, its integrity, reputation and financial standing and the continuance thereof. Without
in any way limiting the generality of this Section 3.05, the Primary Servicer shall not either assign or transfer this Agreement
or the servicing hereunder nor delegate its rights or duties hereunder or any portion thereof (except as allowed by Section
3.01(c)(4) of this Agreement), or sell or otherwise dispose of all or substantially all of its property or assets, without
the prior written approval of the Master Servicer, which consent will not be unreasonably withheld or delayed. Notwithstanding
the foregoing, prior to any assignment or transfer by the Primary Servicer of this Agreement or the servicing hereunder (the “Primary
Servicing Rights”), the Primary Servicer shall allow the Master Servicer an opportunity to bid on the purchase of
such Primary Servicing Rights. The Primary Servicer may also solicit bids from any other parties independent of the Primary Servicer.

19





Section 3.06 Indemnification.



The Master
Servicer and the Primary Servicer each agrees to and hereby does indemnify and hold harmless the Master Servicer, in the case of
the Primary Servicer, and the Primary Servicer, in the case of the Master Servicer (including any of their partners, directors,
officers, employees or agents) from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, liabilities, fees and expenses that the Master Servicer, in the case
of the Primary Servicer, and the Primary Servicer, in the case of the Master Servicer, may sustain arising from or as a result
of any willful misfeasance, bad faith or negligence of the Master Servicer or Primary Servicer, as applicable, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Master Servicer or Primary Servicer,
as applicable, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided, that such indemnity shall not cover indirect or consequential damages. Each indemnified party hereunder shall give prompt
written notice to the indemnitor of matters which may give rise to liability of such indemnitor hereunder; provided, however,
that failure to give such notice shall not relieve the indemnitor of any liability except to the extent of actual prejudice. Section
3.06 of this Agreement shall survive the termination of this Agreement and the termination or resignation of the Master Servicer
or the Primary Servicer.



ARTICLE IV



DEFAULT



Section 4.01 Events of Default.



In case one
or more of the following events (each, an “Event of Default”) by the Primary Servicer shall occur and be continuing,
that is to say:



(a) (1) any
failure by the Primary Servicer to deposit into the Primary Servicer Collection Account or any Borrower Account, or to deposit
into, or to remit to the Master Servicer for deposit into, the Collection Account, on the dates and at the times required by this
Agreement, any amount required to be so deposited or remitted under this Agreement; provided, however, that the Primary Servicer
will have one (1) Business Day to remedy a failure to make such a deposit or remittance on the date and at the time required by
this Agreement or (2) any failure by the Primary Servicer to remit to any holder of the Pari Passu Companion Loan, as and when
required by this Agreement or the related Co-Lender Agreement, any amount required to be so remitted (which failure continues for
one (1) Business Day); or



(b) any failure
on the part of the Primary Servicer to (i) timely provide to the Servicer the certification called for on Exhibit Eattached
hereto as required by this Agreement, or (ii) timely provide to the Master Servicer the Collection Report which failure continues
unremedied for one (1) Business Day; or



(c) the Primary
Servicer shall fail three (3) times within any one (1) year period to timely provide to the Master Servicer or the Pari Passu Companion
Loan Noteholders any Collection Report, CREFC Loan Periodic Update File, CREFC Property File, CREFC Financial

20





File, CREFC Comparative Financial
Status Report, CREFC Loan Level Reserve/LOC Report, CREFC Delinquent Loan Status Report, CREFC Servicer Watch List, CREFC NOI Adjustment
Worksheet, the CREFC Total Loan Report or CREFC Operating Statement Analysis Report within one (1) Business Day following the date
on which it is due; or



(d) any failure
by the Primary Servicer duly to observe or perform in any material respect any of its other covenants or obligations under this
Agreement (other than those addressed in another clause of this Section 4.01), which failure continues unremedied for a
period of twenty-five (25) days (or 12 days in the case of the Primary Servicer’s failure to make a Property Advance or 40
days in the case of failure to pay the premium for any insurance policy required to be force placed by the Primary Servicer pursuant
to this Agreement or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure
proceedings for any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after
written notice of such failure, requiring the same to be remedied, has been given to the Primary Servicer by the Master Servicer;
provided, however, if that failure (other than a failure that results in the commencement of foreclosure proceedings for any lien
relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) is capable of being cured and
the Primary Servicer has provided the Master Servicer with an Officer’s Certificate certifying that it has diligently pursued,
and is continuing to diligently pursue, a full cure, such twenty-five (25) day period shall be extended for an additional thirty
(30) days; or



(e) any breach
on the part of the Primary Servicer of any representation or warranty contained in Section 2.04(a) of the Pooling and Servicing
Agreement as incorporated herein, which materially and adversely affects the interests of the Master Servicer or any Class of Certificateholders
or Pari Passu Companion Loan Noteholders and which continues unremedied for a period of thirty (30) days after the date on which
notice of such breach, requiring the same to be remedied, shall have been given to the Primary Servicer by the Master Servicer;
provided, however, if that breach is capable of being cured and the Primary Servicer has provided the Master Servicer with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to diligently pursue, a full cure, such thirty (30) day
period shall be extended for an additional thirty (30) days; or



(f) 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 for the appointment of a conservator, receiver, liquidator, trustee
or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings,
or for the winding-up or liquidation of its affairs, shall have been entered against the Primary Servicer and such decree or order
shall have remained in force undischarged, undismissed or unstayed for a period of 60 days; or



(g) the Primary
Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any bankruptcy,
insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the Primary Servicer
or of or relating to all or substantially all of its property; or

21





(h) the
Primary Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take advantage
of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations or take any corporate action in furtherance of the foregoing; or



(i) the Primary
Servicer shall assign or transfer or attempt to assign or transfer all or part of its rights and obligations hereunder except as
permitted by this Agreement; or



(j) a servicing
officer of the Primary Servicer obtains actual knowledge that Moody’s (or, with respect to a Pari Passu Companion Loan, a
Companion Rating Agency) has (i) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates
or Pari Passu Companion Loan Securities, or (ii) has placed one or more Classes of Certificates or Pari Passu Companion Loan Securities
on “watch status” in contemplation of a ratings downgrade or withdrawal (and such qualification, downgrade, withdrawal
or “watch status” placement shall not have been withdrawn by Moody’s within 60 days of the date such servicing
officer obtained such actual knowledge) and, in the case of either of clause (i) or (ii), cited servicing concerns with the Primary
Servicer as the sole or material factor in such rating action; or



(k) the Primary
Servicer receives written notice from DBRS (or with respect to a Pari Passu Companion Loan, a Companion Rating Agency rating the
related Pari Passu Companion Loan Securities) (either directly from DBRS or such Companion Rating Agency or indirectly from the
Trustee or the Master Servicer) to the effect that continuation of the Primary Servicer in such capacity would result in the downgrade,
qualification or withdrawal of any rating then assigned by DBRS or such other Companion Rating Agency, as applicable, to any Class
of Certificates or Pari Passu Companion Loan Securities and citing servicing concerns with the Primary Servicer as the sole or
material factor in such rating action, and such notice is not rescinded within 60 days; or



(l) (1) so
long as the Issuing Entity is subject to Exchange Act reporting requirements, any failure by the Primary Servicer to deliver any
annual certification, assessment of compliance with certain servicing criteria, any accountant’s attestation report or any
other Exchange Act reporting items that the Primary Servicer is required by this Agreement to deliver to the Trustee or the Master
Servicer (after any applicable grace period), (2) the failure of the Primary Servicer to comply with any of the requirements under
Article X of the Pooling and Servicing Agreement applicable to the Primary Servicer, including the failure to deliver any reports,
certificates or disclosure information under the Exchange Act or under the rules and regulations promulgated under the Exchange
Act at the time such report, certification or information is required under Article X of the Pooling and Servicing Agreement or
(3) the failure of the Primary Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of
Regulation AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor.



If any Event
of Default shall occur and be continuing, then, and in each and every such case, so long as such Event of Default shall not have
been remedied, the Master Servicer or, with respect to any Event of Default under clause (m) above, the Depositor, may terminate,
by notice in writing to the Primary Servicer, all of the rights and obligations of the Primary Servicer as

22





Primary Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof. From and after the receipt by the Primary Servicer of such
written notice, all authority and power of the Primary Servicer under this Agreement, whether with respect to the Mortgage Loans
or otherwise, shall pass to and be vested in the Master Servicer pursuant to and under Section 4.01 of this Agreement, and,
without limitation, the Master Servicer is hereby authorized and empowered to execute and deliver, on behalf of and at the expense
of the Primary Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish
all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the
transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The Primary Servicer agrees that
if it is terminated pursuant to Section 4.01 of this Agreement, it shall promptly (and in any event no later than five (5)
Business Days subsequent to its receipt of the notice of termination) provide the Master Servicer with all documents and records
(including, without limitation, those in electronic form) requested by it to enable it to assume the Primary Servicer’s functions
hereunder, and shall cooperate with the Master Servicer in effecting the termination of the Primary Servicer’s responsibilities
and rights hereunder and the assumption by a successor of the Primary Servicer’s obligations hereunder, including, without
limitation, the transfer within one (1) Business Day to the Master Servicer for administration by it of all cash amounts which
shall at the time be or should have been credited by the Primary Servicer to the Primary Servicer Collection Account, the Collection
Account, any Escrow Account, any Reserve Account, any Lock-Box Account, or any Cash Collateral Account, or thereafter be received
with respect to the Mortgage Loans or any REO Property (provided, however, that the Primary Servicer shall continue to be entitled
to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination, and it and its
directors, officers, employees and agents shall continue to be entitled to the benefits of Section 3.03 of this Agreement
notwithstanding any such termination).



In addition
to any other rights the Master Servicer may have hereunder, if the Primary Servicer fails to remit to the Master Servicer any amounts
when required to be remitted hereunder, the Primary Servicer shall pay to the Master Servicer interest on the amount of such late
remittance at the Prime Rate, applied on a per diem basis for each day such remittance is late (i.e., said per annum rate divided
by 365 multiplied by the number of days late); but in no event shall such interest be greater than the maximum amount permitted
by law.



Section 4.02 Waiver of Defaults.



The Master
Servicer may waive any default by the Primary Servicer in the performance of its obligations hereunder and its consequences. Upon
any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed
to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair
any right consequent thereon except to the extent expressly so waived.



Section 4.03 Other Remedies of Master Servicer.



During the
continuance of any Event of Default, so long as such Event of Default shall not have been remedied, the Master Servicer, in addition
to the rights specified in Section 4.01 of this Agreement, shall have the right, in its own name, to take all actions now
or hereafter existing

23





at law, in equity or by statute to enforce its rights and remedies (including the institution and prosecution
of all judicial, administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). Except
as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.



ARTICLE V



TERMINATION



Section 5.01 Termination.



Except as
otherwise specifically set forth herein, the rights, obligations and responsibilities of the Primary Servicer shall terminate (without
payment of any penalty or termination fee): (i) upon the later of the final payment or other liquidation (or any advance with respect
thereto) of the last Mortgage Loan and the disposition of all REO Property and the remittance of all funds due hereunder; (ii)
by mutual consent of the Primary Servicer and the Master Servicer in writing; (iii) pursuant to Section 5.02 of this Agreement;
(iv) at the option of any purchaser of one or more Mortgage Loans pursuant to the Pooling and Servicing Agreement, upon such purchase
and only with respect to such purchased Mortgage Loan or Mortgage Loans, subject to the Primary Servicer’s rights to retain
any accrued and unpaid fees and expenses; or (v) upon termination of the Pooling and Servicing Agreement.



Section 5.02 Termination With Cause.



The Master
Servicer may, at its sole option, terminate any rights the Primary Servicer may have hereunder with respect to any or all of the
Mortgage Loans, as provided in Section 4.01 of this Agreement upon the occurrence of an Event of Default.



Any notice
of termination shall be in writing and delivered to the Primary Servicer as provided in Section 6.05 of this Agreement.



Section 5.03 Termination of Duties with Respect to Specially
Serviced Loans.



At such time
as any Mortgage Loan becomes a Specially Serviced Loan, the obligations and duties of the Primary Servicer set forth herein with
respect to such Specially Serviced Loan that are required to be performed by the Special Servicer under the Pooling and Servicing
Agreement shall cease in accordance with Section 3.01(c) of this Agreement. The Primary Servicer shall continue to perform
all of its duties hereunder with respect to the Specially Serviced Loans to the extent set forth in Section 3.01 of this
Agreement. If a Specially Serviced Loan becomes a Corrected Mortgage Loan, the Primary Servicer shall commence servicing such Corrected
Mortgage Loan pursuant to the terms of this Agreement.



24







ARTICLE VI



MISCELLANEOUS



Section 6.01 Successor to the Primary Servicer.



Contemporaneously
with the termination of the Primary Servicer’s responsibilities and duties under this Agreement pursuant to Section 3.04,
4.01, 5.01 or 5.02 of this Agreement, the Master Servicer shall (i) succeed to and assume all of the Primary Servicer’s
responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor which satisfies the criteria
for a successor Primary Servicer in Section 3.02 of this Agreement and which shall succeed to all rights and assume all
of the responsibilities, duties and liabilities of the Primary Servicer under this Agreement accruing following the termination
of the Primary Servicer’s responsibilities, duties and liabilities under this Agreement.



Section 6.02 Financial Statements.



The Primary
Servicer shall, upon the request of the Master Servicer, make available its publicly available financial statements and other records
relevant to the performance of the Primary Servicer’s obligations hereunder.



Section 6.03 Closing.



The closing
for the commencement of the Primary Servicer to perform the servicing responsibilities under this Agreement with respect to the
Mortgage Loans shall take place on the Closing Date. At the Master Servicer’s option, the closing shall be either by telephone,
confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree.



The closing shall be subject to the execution and delivery
of the Pooling and Servicing

Agreement by the parties thereto.



Section 6.04 Closing Documents.



The Closing Documents shall
consist of all of the following documents:



(a)    to
be provided by the Primary Servicer:



(1)    this
Agreement executed by the Primary Servicer;



(2)    an
Officer’s Certificate of the Primary Servicer, dated the Closing Date and in the form of Exhibit Bhereto,
including all attachments thereto;



(3)    Reserved;
and



(4)    the account
certifications in the form of Exhibit Fhereto required by Section 3.01(c)(8), (10) and (12)
of this Agreement, fully completed; and



25







(b)    to be provided by the Master
Servicer:



(1)    this Agreement executed by the
Master Servicer; and



(2)    the
Mortgage Loan Schedule, with one copy to be attached to each counterpart of this Agreement as Exhibit Ahereto; and



(3)    the
Pooling and Servicing Agreement substantially in the form of Exhibit C hereto.



Section 6.05   Notices.



Except as
provided herein, all demands, notices, consents and communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered to the following addresses:



(i)   if to the Master Servicer:



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

1901 Harrison Street

Oakland, California 94612

Attention: UBS-CCMT 2011-C1 Asset Manager



and



Wells Fargo Bank, National Association

Commercial Mortgage Servicing

MAC D1086

550 South Tryon Street, 14thFloor

Charlotte, North Carolina 28202

Reference: UBS-CCMT 2011-C1



with a copy to:



Wells Fargo Bank, National Association

Legal Department

301 S. College St., TW-30

Charlotte, North Carolina 28288-0630

Reference: Commercial Mortgage Servicing Legal Support,
UBS-CCMT 2011- C1 Mortgage Trust



With a copy to:



Mayer Brown LLP

214 N. Tryon Street, Suite 3800

Charlotte, North Carolina 28202

Attention: Christopher J. Brady

26





(ii)   if to the Primary Servicer:



KeyCorp Real Estate Capital Markets, Inc.

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Fax No. 877-379-1625



with a copy to:



KeyBank National Association

127 Public Square

Cleveland, Ohio 44114

Attention: Robert C. Bowes, Esq.

Fax No. 216-689-5681



with a copy to:



Polsinelli Shughart PC

700 West 47thStreet, Suite 1000

Kansas City, Missouri 64112

Attention: Kraig Kohring

Fax No. 816-753-1536



or such other address as may hereafter be furnished
to the other party by like notice.



Section 6.06 Severability Clause.



Any part,
provision, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and
any such prohibition or unenforceability in any jurisdiction as to any Mortgage Loan shall not invalidate or render unenforceable
such provision in any other jurisdiction. To the extent permitted by applicable law, the parties hereto waive any provision of
law which prohibits or renders void or unenforceable any provision hereof. If the invalidity of any part, provision, representation
or warranty of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties
shall negotiate, in good faith, to develop a structure the economic effect of which is nearly as possible the same as the economic
effect of this Agreement without regard to such invalidity.



Section 6.07 Counterparts.



This Agreement
may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.



Section 6.08 Governing Law.

27





This Agreement
and any claim, controversy or dispute arising under or related to or in connection with this Agreement, the relationship of the
parties, and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by the laws of the
State of New York without regard to any conflicts of law principles other than Section 5-1401 of the New York General Obligations
Law.



Section 6.09   Protection of Privileged Information.



If the Primary
Servicer receives Privileged Information from the Master Servicer with a notice stating that such information is Privileged Information,
the Primary Servicer shall not disclose such Privileged Information to any Person without the prior written consent of the Master
Servicer other than pursuant to a Privileged Information Exception.



Section 6.10   Intention of the Parties.



It is the
intention of the parties that the Master Servicer is conveying, and the Primary Servicer is receiving, only a contract for servicing
the Mortgage Loans. Accordingly, the parties hereby acknowledge that the Trustee remains the sole and absolute beneficial owner
of the Mortgage Loans and all rights related thereto.



Section 6.11   Third Party Beneficiary.



The Trustee,
for the benefit of the Certificateholders, the Depositor, UBS and the Certificate Administrator shall be a third party beneficiary
under this Agreement, provided that, except to the extent the Trustee or its designee assumes the obligations of the Master Servicer
hereunder as contemplated by Section 6.12of this Agreement, none of the Depositor, UBS, the Certificate Administrator,
the Trustee, the Trust Fund, any successor Master Servicer, or any Certificateholder shall have any duties, liabilities or obligations
under this Agreement.



Section 6.12   Successors and Assigns; Assignment of
Agreement.



This Agreement
shall bind and inure to the benefit of and be enforceable by the Primary Servicer and the Master Servicer and the respective successors
and assigns of the Primary Servicer and the Master Servicer. This Agreement shall not be assigned, pledged or hypothecated by the
Primary Servicer to a third party except as otherwise specifically provided for herein. This Agreement may be assumed by the Trustee
if the Trustee has assumed the duties of the Master Servicer or any successor Master Servicer, without cost or obligation to the
assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to
the date of assumption, of the Master Servicer pursuant to Section 7.02 of the Pooling and Servicing Agreement (it being understood
that any such obligations shall be the obligations of the terminated Master Servicer only).



Section 6.13   Waivers.



No term or
provision of this Agreement may be waived or modified unless such waiver or modification is in writing and signed by the party
against whom such waiver or modification is sought to be enforced.

28





Section 6.14   Exhibits.



The exhibits
to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.



Section 6.15   General Interpretive Principles.



The article
and section headings are for convenience of a reference only, and shall not limit or otherwise affect the meaning hereof.



Section 6.16   Complete Agreement.



This Agreement
embodies the complete agreement between the parties regarding the subject matter hereof and may not be varied or terminated except
by a written agreement conforming to the provisions of Section 6.18 of this Agreement. All prior negotiations or representations
of the parties are merged into this Agreement and shall have no force or effect unless expressly stated herein.



Section 6.17   Further Agreement.



The Primary
Servicer and the Master Servicer each agree to execute and deliver to the other such reasonable and appropriate additional documents,
instruments or agreements as may be necessary or appropriate to effectuate the purposes of this Agreement.



Section 6.18   Amendments.



This Agreement
may only be amended with the consent of the Primary Servicer and the Master Servicer. No amendment to the Pooling and Servicing
Agreement that purports to change the rights or obligations of the Primary Servicer hereunder or under the Pooling and Servicing
Agreement shall be effective against the Primary Servicer without the express written consent of the Primary Servicer.



Section 6.19   Subrogation.



Notwithstanding
any other provision of this Agreement to the contrary, the Primary Servicer and the Master Servicer hereby agree that, without
the need for any further action on the part of UBS, to the extent that UBS pays to the Depositor any amounts payable by the Primary
Servicer to the Depositor pursuant to Section 3.01(c)(39) of this Agreement (due to the Primary Servicer’s failure
to timely pay such amounts in accordance with the terms and conditions of this Agreement), UBS will be fully subrogated to, and
the Depositor hereby delegates and assigns to UBS, to the fullest extent permitted by law, the rights of the Depositor to receive
such amounts from the Primary Servicer, and UBS shall be paid such amounts by the Primary Servicer (provided that such right of
subrogation and the payment of such amounts to UBS shall be subordinate to the right of the Depositor to be paid in full for all
amounts owing to it by the Primary Servicer). The Depositor shall cooperate in all reasonable respects with any reasonable request
by UBS for action to preserve or enforce UBS’ rights or interests under this Agreement, and UBS shall be responsible for
the Depositor’s reasonable out-of-pocket costs and expenses incurred in connection with such cooperation.

29







IN
WITNESS WHEREOF, the Primary Servicer and the Master Servicer have caused their names to be signed hereto by their respective officers
thereunto duly authorized as o:f the date first above written.



WELLS FARGO BANK, NATIONAL
ASSOCIATION



By:     /s/
Nachette Hadden

Name: Nachette Hadden
Title: Vice President





KEYCORP REAL ESTATE CAPITAL MARKETS, INC.





By:     /s/
Diane Haislip

Name: Diane Haislip
Title: Senior Vice President













EXHIBIT A



MORTGAGE LOAN SCHEDULE



|Loan No./    |                       | Cut-Off Date | Sub-Servicing
|------------ | --------------------- | ------------ | -------------
|Property No. | Property Name         | Loan Amount  | Fee          
|             |                       |              |              
|2            | Poughkeepsie Galleria | $69,694,662  | 0.0100%      





A-1









EXHIBIT B



PRIMARY SERVICER’S OFFICER’S
CERTIFICATE



I,
_____________________, hereby certify that I am the duly elected of [Primary Servicer], a corporation organized under the laws
of the State of (the “Primary Servicer”) and further as follows:



(i) Attached
hereto as Exhibit 1is a true, correct and complete copy of the articles of incorporation of the Primary Servicer
which are in full force and effect on the date hereof and which have been in effect without amendment, waiver, rescission or modification
since



(ii) Attached
hereto as Exhibit 2is a true, correct and complete copy of the by-laws of the Primary Servicer which are in effect
on the date hereof and which have been in effect without amendment, waiver, rescission or modification since



(iii) Attached
hereto as Exhibit 3is an original certificate of good standing of the Primary Servicer, issued within ten days of
the date hereof, and no event has occurred since the date thereof which would impair such standing.



(iv) Attached
hereto as Exhibit 4is a true, correct and complete copy of the corporate resolutions of the Board of Directors of
the Primary Servicer authorizing the Primary Servicer to execute and deliver the Primary Servicing Agreement, dated as of _____________,
200__ (the “Primary Servicing Agreement”), by and between the Primary Servicer and Wells Fargo Bank, National Association
and such resolutions are in effect on the date hereof and have been in effect without amendment, waiver, rescission or modification
since ____________________.



(v) Either (i)
no consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Primary Servicer of or compliance by the Primary Servicer with the Primary Servicing Agreement or the consummation
of the transactions contemplated by the Primary Servicing Agreement; or (ii) any required consent, approval, authorization or order
has been obtained by the Primary Servicer.



(vi) Neither
the consummation of the transactions contemplated by, nor the fulfillment of the terms of the Primary Servicing Agreement, conflicts
or will conflict with or results or will result in a breach of or constitutes or will constitute a default under the charter or
by-laws of the Primary Servicer, the terms of any indenture or other agreement or instrument to which the Primary Servicer is a
party or by which it is bound or to which it is subject, or any statute or order, rule, regulation, writ, injunction or decree
of any court, governmental authority or regulatory body to which the Primary Servicer is subject or by which it is bound.



(vii) There is
no action, suit, proceeding or investigation pending or to the best of my knowledge threatened against the Primary Servicer which,
in our judgment, either in any one instance or in the aggregate, may result in any material adverse change in the business, operations,
financial conditions, properties or assets of the Primary Servicer or in any material impairment of the right or ability of the
Primary Servicer to carry on its business substantially as



B-1







now conducted or in any material
liability on the part of the Primary Servicer or which would draw into question the validity of the Primary Servicing Agreement
or of any action taken or to be taken in connection with the transactions contemplated hereby, or which would be likely to impair
materially the ability of the Primary Servicer to perform under the terms of the Primary Servicing Agreement.



(viii) Each person
listed on Exhibit 5attached hereto who, as an officer or representative of the Primary Servicer, signed the Primary
Servicing Agreement and any other document delivered prior hereto or on the date hereof in connection with the Primary Servicing
Agreement, was, at the respective times of such signing and delivery, and is now, a duly elected or appointed, qualified and acting
officer or representative of the Primary Servicer, who holds the office set forth opposite his or her name on Exhibit 5,
and the signatures of such persons appearing on such documents are their genuine signatures.



(ix) The Primary
Servicer is duly authorized to engage in the transactions described and contemplated in the Primary Servicing Agreement.



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IN
WITNESS WHEREOF, I have hereunto signed my name and affixed the seal of the Primary Servicer.



|Dated: _________________________ | By ________________________________
|-------------------------------- | -----------------------------------
|                                 | Name: _____________________________
|[Seal]                           | Title: [Vice] President            











I,
______________________, an [Assistant] Secretary of [Primary Servicer], hereby certify that ______________________ is the
duly elected, qualified and acting [Vice] President of the Primary Servicer and that the signature appearing above is [her] [his]
genuine signature.



IN
WITNESS WHEREOF, I have hereunto signed my name.



|Dated: _________________________ | By ________________________________
|-------------------------------- | -----------------------------------
|                                 | Name: _____________________________
|[Seal]                           | Title: [Vice] President            



I-3







EXHIBIT 5



to



Primary Servicer’s Officer’s Certificate





|Name                           | Title | Signature
|------------------------------ | ----- | ---------
|                               |       |          
|______________________________ |       |          
|                               |       |          
|______________________________ |       |          
|                               |       |          
|______________________________ |       |          
|                               |       |          
|______________________________ |       |          
|                               |       |          



B-4







EXHIBITC



POOLING AND SERVICING AGREEMENT



Previously delivered.







C-1







EXHIBIT D



RESERVED







D-1







EXHIBIT E



QUARTERLY SERVICING CERTIFICATION



Primary Servicer:



RE: UBS-CCMT Series 2011-C1



Pursuant to the Servicing Agreement(s)
between Wells Fargo Bank, National Association and [Primary Servicer], we certify with respect to each mortgage loan serviced by
us for Wells Fargo Bank, National Association that, as of the quarter ending , except as otherwise noted below:



All taxes, assessments and other
governmental charges levied against the mortgaged premises, ground rents payable with respect to the mortgaged premises, if any,
which would be delinquent if not paid, have been paid.



Based on [Primary Servicer’s]
monitoring of the insurance in accordance with the Servicing Standard, all required insurance policies are in full force and effect
on the mortgaged premises in the form and amount and with the coverage required by the Servicing Agreement(s).



All necessary action has been
taken to continue all UCC Financing Statements in favor of the originator of each mortgage loan or in favor of any assignee prior
to the expiration of such UCC Financing Statements.



All reserves are maintained and
disbursed in accordance with the loan documents and no obligation for which a reserve is held has not been completed within the
time required by the applicable document.



EXCEPTIONS: __________________________________________________________









|_____________________________ | _____________________________
|----------------------------- | -----------------------------
|Servicing Officer             | Date                         





E-1







EXHIBIT F



FORM OF ACCOUNT CERTIFICATION



Securitization: _____________________________________________________________



Primary Servicer: ___________________________________________________________



|                                                    | ______ New Account                     | ______ Change of Account Information
|--------------------------------------------------- | -------------------------------------- | ------------------------------------
|                                                    |                                        |                                     
|Indicate purpose of account (check all that apply):
|                                                    |                                        |                                     
|                                                    | ______ Principal & Interest            | ______ Deposit Clearing             
|                                                    | ______ Taxes & Insurance               | ______ Disbursement Clearing        
|                                                    | ______ Reserves (non-interest bearing) | ______ Suspense                     
|                                                    | ______ Reserves (interest bearing)     |                                     



Account Number: __________________________________________________________



Account Name: ____________________________________________________________



Depository Institution (and Branch):



Name: _____________________________________________________________



Street: _____________________________________________________________



City, State, Zip: ______________________________________________________



Rating Agency: _____________________          Rating:
______________________



Please note that the name of the account must follow the guideline
specifications detailed in the applicable agreement.



Prepared by: _______________________________________________________________



Signature: _________________________________________________________________



Title: _____________________________________________________________________



Date: _____________________________________________________________________



Telephone: _________________________           Fax:
_____________________________



F-1







EXHIBIT G



FORM OF



COLLECTION REPORT



Series ______



Month of ______________







|Master Services Loan # | SubservicersScheduledLoan Due Date | MtgRate | Net Mtg Rate | ScheduledBeginningBalance | ScheduleP&I Amount | ScheduledPrincipalPayment | ScheduledInterestPayment | ScheduledServiceFee | CurtailedPrepayment | CurtailedPrepaymentDate | PrepaymentInterestExcess/Short | OtherPrincipalAdjustment | ActualPrincipalPayment | Actual NetInterestPayment | ActualServiceFees | LateCharges | AssumptionFees | AdditionalFees | PaymentLoanStatus | DistributionAmount | ScheduledEndingBalance | Actual Loan BalAs ofDistribution Date | NextPaymentDue | Total ReserveBal As OfPriorMonth End | Date ofMaturity
|---------------------- | ---------------------------------- | ------- | ------------ | ------------------------- | ------------------ | ------------------------- | ------------------------ | ------------------- | ------------------- | ----------------------- | ------------------------------ | ------------------------ | ---------------------- | ------------------------- | ----------------- | ----------- | -------------- | -------------- | ----------------- | ------------------ | ---------------------- | ------------------------------------- | -------------- | ------------------------------------ | ---------------
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|                       |                                    |         |              |                           |                    |                           |                          |                     |                     |                         |                                |                          |                        |                           |                   |             |                |                |                   |                    |                        |                                       |                |                                      |                
|Totals                 |                                    |         |              | 0.00                      | 0.00               | 0.00                      | 0.00                     | 0.00                | 0.00                |                         |                                | 0.00                     | 0.00                   | 0.00                      | 0.00              | 0.00        | 0.00           | 0.00           |                   | 0.00               | 0.00                   | 0.00                                  |                | 0.00                                 |                



|                | Loan
    Status                                       | A
    - payment not received but still in grace period
|--------------- | ----------------------------------------------------- | ------------------------------------------------------
|                | B
    - late payment but less than 1 month delinquent
|                | O
    - Current                                      
|                | 1
    - One month delinquent                         
|                | 2
    - Two months delinquent                        
|                | 3
    - Three months delinquent                      
|                | 4
    - Assumed Schedule Payment                     
|                | 5
    - Prepaid in Full                              
|                | 6
    - Specially Serviced                           
|Prepared
    By |                                                       | 7
    - in foreclosure                                
|Approved
    By |                                                       | 9
    - REO                                           
|                |                                                       | 10
    - DPO                                          
|                |                                                       | 11
    - Modification                                 













G-1







EXHIBIT H



FORM OF CERTIFICATE OF INSURANCE



Primary Servicer: ________________________________



Re: UBS-CCMT Series 2011-C1



Pursuant to the Primary Servicing
Agreement(s) between Wells Fargo Bank, National Association and [Primary Servicer], based on [Primary Servicer’s] monitoring
of the insurance in accordance with the Servicing Standard, we certify with respect to each Mortgage Loan serviced by us for Wells
Fargo Bank, National Association that all required insurance policies are in full force and effect on the mortgaged premises in
the form and amount and with the coverage required by the Servicing Agreement(s).







|____________________________________ | ________________________________
|------------------------------------ | --------------------------------
|Servicing Officer                    | Date                            





H-1





EXHIBIT I



NEW LEASE INFORMATION





Loan # _____________ Property Type: ________________ Tenant: ______________________

Property Name/Address: ________________________________________________________

Term (Years, Months): ______ Sq Ft Gross Rentable: _________
    Net Rentable ____________

Begin Lease Date: ____________________________________      Retail

End Lease Date: ______________________________________    
Office

Occupancy Date (if diff): _______________________________     Other



Minimum Rent ___________________________ (S/SF/YR)



(Mo/Yr)     Escalation:     CPI     Other

Change to              on

Change to              on

Change to              on

Change to              on



Percentage Rent



| | % Amount | For   | % Rent Due: |          
| | -------- | ----- | ----------- | ---------
| |          | For   |             | Monthly  
| |          | Up to |             | Quarterly
| |          | Up to |             | Annually 



Breakpoint                                    (S/Yr)            Sales
Report Due: ____________________



(Mo/Yr)

| | Change to              onChange to              onChange to              on | MonthlyQuarterlyAnnually
| | --------------------------------------------------------------------------- | ------------------------



|Recoveries |                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                        
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           |                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                        
|           | Taxes __________________
        Insurance _______________
        Cam ___________________
        HVAC _________________
        Adver/Promo ____________
        
        
        Management _____________ | Per _______________________
        Per _______________________
        Per _______________________
        Per _______________________
        Per _______________________
        Per _______________________
        Per _______________________
        Per _______________________



I-1







Renewal Options



| | Term ______________________  | SF ________________________  
| | ---------------------------- | -----------------------------
| | Minimum rent _______________ | Gross Rentable ______________
| | % Rent _____________________ | Net Rentable ________________



Landlord Costs

Alterations: ________________________________________________

Commissions: ______________________________________________

Moving Allowances: _________________________________________

Buyout Clauses: _____________________________________________

Other: _____________________________________________________



Building Insurance Requirements

Tenant maintains fire & ED on building(s); will need
coverage to renew

Does not furnish building coverage

General liability naming landlord mortgagee as additional
insured; will need coverage for review

General liability without mentioning landlord’s mortgagee;
do not need coverage



Waiver of Subrogation

N/A

Mutual; will need endorsement

Landlord only; will need endorsement

Tenant only; do not need endorsement



Comments:













Attachments:

Original Lease

Original Subordination Agreement

I-2







EXHIBIT J



MONTHLY SERVICING ACCOUNTS CERTIFICATION



Primary Servicer: ______________________________________



Re: UBS-CCMT Series 2011-C1



Pursuant to the Servicing Agreement(s) between
Wells Fargo Bank, National Association and the above named Servicer, I certify with respect to each transaction serviced by us,
as noted above, for Wells Fargo Bank, National Association that as of (Determination Date) all collection accounts and servicing
accounts have been properly reconciled and the reconciliations have been reviewed and approved by Servicer’s management,
except as otherwise noted below:



EXCEPTIONS: _________________________________________________________

______________________________________________________________________

______________________________________________________________________











|_____________________________ | _______________________________
|----------------------------- | -------------------------------
|Servicing Officer             | Date                           







J-1