Unassociated Document

EXHIBIT A-1

FORM OF CLASS A-1 CERTIFICATE

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

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

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

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

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

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COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-1

Class A-1 Pass-Through Rate: 1.445%		CUSIP: 12592P BA0 ISIN: US12592PBA03

Original Aggregate Certificate Balance of the Class A-1 Certificates: $57,028,000		Initial Certificate Balance of this Certificate: $57,028,000

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: August 2019		No.: A-1-[_]

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

The Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (the “Operating Advisor”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

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

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of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

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

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

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

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

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

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

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

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

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

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

The Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee without the consent of any of the Certificateholders or Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause

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the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

The Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee with the prior written consent of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:

(i)

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

(ii)

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

(iii)

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

(iv)

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

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by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);

(B)

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

(C)

all unpaid interest accrued on the unpaid balance of each Mortgage Loan (including any Mortgage Loan as to which title to the related Mortgaged Property has been acquired) at the Mortgage Rate to the last day of the month preceding such Anticipated Termination Date (less any P&I Advances previously made on account of interest); and

(D)

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

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Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class PEZ, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D Certificates and/or Class X-E Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D Certificates and/or Class X-E Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

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

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

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

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

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EXHIBIT A-2

FORM OF CLASS A-2 CERTIFICATE

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

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COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-2

Class A-2 Pass-Through Rate: 2.935%		CUSIP: 12592P BB8 ISIN: US12592PBB85

Original Aggregate Certificate Balance of the Class A-2 Certificates: $102,973,000		Initial Certificate Balance of this Certificate: $102,973,000

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2019		No.: A-2-[_]

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

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

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Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

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

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case and to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any

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reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Class EC Regular Interests; (xiv) the Interest Deposit Amount and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.

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

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of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

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(i)

(ii)

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

(iii)

(iv)

Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any

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Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

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Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D Certificates and/or Class X-E Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-2-10

EXHIBIT A-3

FORM OF CLASS A-3 CERTIFICATE

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

A-3-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-3

Class A-3 Pass-Through Rate: 3.440%		CUSIP: 12592P BC6 ISIN: US12592PBC68
Original Aggregate Certificate Balance of the Class A-3 Certificates: $22,897,000		Initial Certificate Balance of this Certificate: $22,897,000
First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: November 2021		No.: A-3-[_]

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

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

A-3-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-3-3

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

A-3-4

A-3-5

of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-3-6

(i)

(ii)

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

(iii)

(iv)

A-3-7

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-3-8

A-3-9

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-3-10

EXHIBIT A-4

FORM OF CLASS A-SB CERTIFICATE

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

A-4-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-SB

Class A-SB Pass-Through Rate: 3.387%		CUSIP: 12592P BD4 ISIN: US12592PBD42
Original Aggregate Certificate Balance of the Class A-SB Certificates: $97,350,000		Initial Certificate Balance of this Certificate: $97,350,000
First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: August 2024		No.: A-SB-[_]

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

A-4-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-4-3

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

A-4-4

A-4-5

of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-4-6

(i)

(ii)

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

(iii)

(iv)

A-4-7

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-4-8

A-4-9

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-4-10

EXHIBIT A-5

FORM OF CLASS A-4 CERTIFICATE

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

A-5-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4

Class A-4 Pass-Through Rate: 3.378%		CUSIP: 12592P BE2 ISIN: US12592PBE25
Original Aggregate Certificate Balance of the Class A-4 Certificates: $275,000,000		Initial Certificate Balance of this Certificate: $275,000,000
First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: October 2024		No.: A-4-[_]

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

A-5-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-5-3

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

A-5-4

A-5-5

of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-5-6

(i)

(ii)

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

(iii)

(iv)

A-5-7

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-5-8

A-5-9

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-5-10

EXHIBIT A-6

FORM OF CLASS A-5 CERTIFICATE

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

A-6-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-5

Class A-5 Pass-Through Rate: 3.644%		CUSIP: 12592P BF9 ISIN: US12592PBF99

Original Aggregate Certificate Balance of the Class A-5 Certificates: $337,653,000		Initial Certificate Balance of this Certificate: $337,653,000

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: November 2024		No.: A-5-[_]

This certifies that [ ] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial, multifamily and manufactured housing community (if any) properties and held in trust by the Trustee and serviced by the Master Servicer. The Trust Fund was created, and the Mortgage Loans are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.

A-6-2

This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-5 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

During each Interest Accrual Period (as defined below), interest on the Class A-5 Certificates will be calculated based on a 360-day year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.

A-6-3

Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

A-6-4

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

A-6-5

A-6-6

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

(ii)

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

(iii)

(iv)

A-6-7

Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-6-8

Class X-D Certificates and/or Class X-E Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-6-9

IN WITNESS WHEREOF, the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

This is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-6-10

EXHIBIT A-7

FORM OF CLASS A-M CERTIFICATE

IN ADDITION, SUBJECT TO THE CONDITIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, THIS CERTIFICATE, TOGETHER WITH THE OTHER EXCHANGEABLE CERTIFICATES SET FORTH IN THE POOLING AND SERVICING AGREEMENT, MAY BE EXCHANGED FOR OTHER EXCHANGEABLE CERTIFICATES, PURSUANT TO THE PROCEDURES SET FORTH IN THE POOLING AND SERVICING AGREEMENT.

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

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

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

A-7-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-M

Class A-M Pass-Through Rate: 4.048%		CUSIP: 12592P BH5 ISIN: US12592PBH55

Original Aggregate Certificate Balance of the Class A-M Certificates: $97,263,000		Initial Certificate Balance of this Certificate as of the Closing Date: $97,263,000

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: November 2024		No.: A-M-[_]

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

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

A-7-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class A-M Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-7-3

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

A-7-4

In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the other Exchangeable Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement, may be exchanged for other Exchangeable Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement.

A-7-5

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

A-7-6

Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

(i)

(ii)

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

(iii)

(iv)

A-7-7

taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

In addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-C

A-7-8

Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class PEZ, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D Certificates and/or Class X-E Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D Certificates and/or Class X-E Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-7-9

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-7-10

EXHIBIT A-8

FORM OF CLASS B CERTIFICATE

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

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

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

A-8-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS B

Class B Pass-Through Rate: A per annum rate equal to the lesser of (i) the Weighted Average Net Mortgage Pass-Through Rate and (ii) 4.349%		CUSIP: 12592P BJ1 ISIN: US12592PBJ12

Original Aggregate Certificate Balance of the Class B Certificates: $57,400,000		Initial Certificate Balance of this Certificate as of the Closing Date: $57,400,000

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: November 2024		No.: B-[_]

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

A-8-2

This Certificate represents a beneficial interest in a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

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otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

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Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Class EC Regular Interests; (xiv) the Interest Deposit Amount and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.

In addition, subject to the conditions set forth in the Pooling and Servicing Agreement, this Certificate, together with the other Exchangeable Certificates set forth in the Pooling and Servicing Agreement, may be exchanged for other Exchangeable Certificates, pursuant to the procedures set forth in the Pooling and Servicing Agreement.

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the

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

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thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

(i)

(ii)

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

(iii)

(iv)

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Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

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In addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount and the Class X-C Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class A-M, Class B, Class PEZ, Class C and Class D Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the then-outstanding Certificates (other than (i) the Class X-D Certificates and/or Class X-E Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-D Certificates and/or Class X-E Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class V, Class R and Class LR Certificates) for all of the Mortgage Loans and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated date of exchange.

A-8-9

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-8-10

EXHIBIT A-9

FORM OF CLASS C CERTIFICATE

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

FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A BENEFICIAL INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,

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

A-9-1

RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

A-9-2

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS C

Class C Pass-Through Rate: Equal to Weighted Average Net Mortgage Pass-Through Rate.		CUSIP: 12592P BL6 ISIN: US12592PBL67

Original Aggregate Certificate Balance of the Class C Certificates: $65,374,000		Initial Certificate Balance of this Certificate as of the Closing Date: $65,374,000

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: C-[_]

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

A-9-3

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-9-4

A-9-5

A-9-6

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

A-9-7

the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

(i)

(ii)

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

(iii)

(iv)

A-9-8

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-9-9

A-9-10

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-9-11

EXHIBIT A-10

FORM OF CLASS PEZ CERTIFICATE

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

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

A-10-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS PEZ

Class PEZ Pass-Through Rate: N/A. The Class PEZ Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class PEZ Components.		CUSIP: 12592P BK8 ISIN: US12592PBK84

Original Aggregate Certificate Balance of the Class PEZ Certificates: $220,037,000. The original aggregate Certificate Balance of the Class PEZ Certificates is equal to the aggregate of the Class EC Regular Interest on the Closing Date (without giving effect to any exchanges on the Closing Date).		Initial Certificate Balance of this Certificate as of the Closing Date: $0 (subject to exchanges for the Exchangeable Certificates on or after the Closing Date)

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: PEZ-[_]

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

A-10-2

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

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class PEZ Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-10-3

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

A-10-4

the Mortgage Loans due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, any Excess Liquidation Proceeds Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Class EC Regular Interests; (xiv) the Interest Deposit Amount and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.

A-10-5

A-10-6

without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

(i)

(ii)

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

(iii)

(iv)

A-10-7

Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions (i) to such extent as shall be necessary to maintain the qualification of the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the qualification of the Grantor Trust as a grantor trust, or to prevent the imposition of any additional material state or local taxes, at all times that any Certificates are outstanding; provided, that such action, as evidenced by an Opinion of Counsel (obtained at the expense of the Trust Fund), is necessary or helpful to maintain such qualification or to prevent the imposition of any such taxes, and would not adversely affect in any material respect the interest of any Certificateholder or, if applicable, any Serviced Companion Loan Noteholder or (ii) to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

the aggregate amount of unreimbursed Advances, with interest thereon at the Advance Rate, and unpaid Servicing Compensation, Special Servicing Compensation, Operating Advisor Fees,

A-10-8

Trustee/Certificate Administrator Fees, the CREFC® License Fees and Trust Fund expenses.

A-10-9

A-10-10

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-10-11

EXHIBIT A-11

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-11-1

INSTITUTIONS THAT ARE A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

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

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

A-11-2

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

[THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]4

4 For Reg S Global Certificates only.

A-11-3

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS D

Class D Pass-Through Rate: A per annum rate equal to (i) the Weighted Average Net Mortgage Pass-Through Rate, minus (ii) 0.500%		CUSIP: 12592P AJ25 U2009K AE96 12592P AK97 ISIN: US12592PAJ218 USU2009KAE929 US12592PAK9310

Original Aggregate Certificate Balance of the Class D Certificates: $60,589,000		Initial Certificate Balance of this Certificate: $[_]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: D-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

A-11-4

“Certificate Administrator”), paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-11-5

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any

A-11-6

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

A-11-7

Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

A-11-8

the sole cost and expense of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

A-11-9

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-11-10

(D)

A-11-11

A-11-12

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-11-13

EXHIBIT A-12

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-12-1

TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

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

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

A-12-2

THIS CERTIFICATE SHOULD NOT BE PURCHASED BY A TRANSFEREE THAT IS (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95 60 OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THE CERTIFICATES BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE OR RESULT IN A NON EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR SIMILAR VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE OR THE CERTIFICATE REGISTRAR TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE

A-12-3

SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.

4 For Reg S Global Certificates only.

A-12-4

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS E

Class E Pass-Through Rate: Equal to the Weighted Average Net Mortgage Pass-Through Rate.		CUSIP: 12592P AL75 U2009K AF66 12592P AM57 ISIN: US12592PAL768 USU2009KAF679 US12592PAM5910

Original Aggregate Certificate Balance of the Class E Certificates: $12,756,000		Initial Certificate Balance of this Certificate: $[_]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: E-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

A-12-5

trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015.

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

A-12-6

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any

A-12-7

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

A-12-8

Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

A-12-9

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

A-12-10

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-12-11

(D)

A-12-12

A-12-13

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-12-14

EXHIBIT A-13

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-13-1

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

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

A-13-2

A-13-3

4 For Reg S Global Certificates only.

A-13-4

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS F

Class F Pass-Through Rate: 3.750%		CUSIP: 12592P AN35 U2009K AG46 12592P AP87 ISIN: US12592PAN338 USU2009KAG419 US12592PAP8010

Original Aggregate Certificate Balance of the Class F Certificates: $20,728,000		Initial Certificate Balance of this Certificate: $[_]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: F-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

A-13-5

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015.

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

A-13-6

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any

A-13-7

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

A-13-8

Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

A-13-9

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

A-13-10

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-13-11

(D)

A-13-12

A-13-13

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Certificate Administrator

	By:
	Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Authenticating Agent

	By:
	Authorized Signatory

A-13-14

EXHIBIT A-14

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-14-1

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

A-14-2

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

A-14-3

ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR A SUBSTANTIALLY SIMILAR EXEMPTION UNDER SIMILAR LAW.

4 For Reg S Global Certificates only.

A-14-4

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS G

Class G Pass-Through Rate: 3.750%		CUSIP: 12592P AQ65 U2009K AH26 12592P AR47 ISIN: US12592PAQ638 USU2009KAH249 US12592PAR4710

Original Aggregate Certificate Balance of the Class G Certificates: $28,701,000		Initial Certificate Balance of this Certificate: $[_]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: G -[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

A-14-5

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015.

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

A-14-6

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any

A-14-7

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

A-14-8

Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

A-14-9

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

A-14-10

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-14-11

(D)

A-14-12

A-14-13

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Certificate Administrator

	By:
	Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Authenticating Agent

	By:
	Authorized Signatory

A-14-14

EXHIBIT A-15

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-15-1

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

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

A-15-2

A-15-3

4 For Reg S Global Certificates only.

A-15-4

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS H

Class H Pass-Through Rate: 3.750%		CUSIP: 12592P AS25 U2009K AJ86 12592P AT07 ISIN: US12592PAS208 USU2009KAJ899 US12592PAT0310

Original Aggregate Certificate Balance of the Class H Certificates: $39,861,796		Initial Certificate Balance of this Certificate: $[_]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: September 2034		No.: H -[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

A-15-5

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class H Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015.

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

A-15-6

As provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any

A-15-7

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

A-15-8

Administrator, the Trustee, the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.

A-15-9

(i)

(ii)

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

(iii)

(iv)

A-15-10

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-15-11

(D)

A-15-12

A-15-13

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Certificate Administrator

	By:
	Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Authenticating Agent

	By:
	Authorized Signatory

A-15-14

EXHIBIT A-16

FORM OF CLASS X-A CERTIFICATE

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

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

A-16-1

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS X-A

Class X-A Pass-Through Rate: Variable		CUSIP: 12592P BG7 ISIN: US12592PBG72

Original Aggregate Notional Balance of the Class X-A Certificates: $990,164,000		Initial Notional Balance of this Certificate: $[_____]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: November 2024		No.: X-A-[__]

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

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

A-16-2

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-16-3

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

A-16-4

reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans; (xiii) the Lower-Tier Regular Interests and the Class EC Regular Interests; (xiv) the Interest Deposit Amount and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.

A-16-5

of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

A-16-6

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

A-16-7

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-16-8

A-16-9

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Certificate Administrator

	By:
	Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL
	ASSOCIATION, not in its individual capacity
	but solely as Authenticating Agent

	By:
	Authorized Signatory

A-16-10

EXHIBIT A-17

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

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

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

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

4 For Reg S Global Certificates only.

A-17-3

COMM 2014-UBS6 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-B

Class X-B Pass-Through Rate: Variable		CUSIP: 12592P AA15 U2009K AA76 12592P AB97 ISIN: US12592PAA128 USU2009KAA709 US12592PAB9410
Original Aggregate Notional Balance of the Class X-B Certificates: $122,774,000		Initial Notional Balance of this Certificate: $[_____]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: December 2024		No.: X-B-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

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National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (the “Operating Advisor”) and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, evidences the issuance of the Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-5, Class X-A, Class A-M, Class B, Class PEZ, Class C, Class X-B, Class X-C, Class X-D, Class X-E, Class D, Class E, Class F, Class G, Class H, Class V, Class R and Class LR Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

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immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

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

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

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make those provisions consistent with, and conform to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or

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		Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

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(less any P&I Advances previously made on account of interest); and

(D)

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expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-17-13

EXHIBIT A-18

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-18-1

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

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

4 For Reg S Global Certificates only.

A-18-3

COMM 2014-UBS6 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-C

Class X-C Pass-Through Rate: Variable		CUSIP: 12592P AC75 U2009K AB56 12592P AD57 ISIN: US12592PAC778 USU2009KAB539 US12592PAD5010
Original Aggregate Notional Balance of the Class X-C Certificates: $60,589,000		Initial Notional Balance of this Certificate: $[_____]
First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: December 2024		No.: X-C-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

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Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-C Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

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immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

A-18-6

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

A-18-7

A-18-8

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or

A-18-9

Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

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(less any P&I Advances previously made on account of interest); and

(D)

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expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-18-13

EXHIBIT A-19

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-19-1

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

A-19-2

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

4 For Reg S Global Certificates only.

A-19-3

COMM 2014-UBS6 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-D

Class X-D Pass-Through Rate: Variable		CUSIP: 12592P AE35 U2009K AC36 12592P AF07 ISIN: US12592PAE348 USU2009KAC379 US12592PAF0910
Original Aggregate Notional Balance of the Class X-D Certificates: $33,484,000		Initial Notional Balance of this Certificate: $[_____]
First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan
Assumed Final Distribution Date: December 2024		No.: X-D-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

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Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-19-5

immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

A-19-6

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

A-19-7

A-19-8

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or

A-19-9


		Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-19-10

(less any P&I Advances previously made on account of interest); and

(D)

A-19-11

expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

A-19-12

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-19-13

EXHIBIT A-20

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

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

1 For Rule 144A Global Certificates only.

2 For Reg S Global Certificates only.

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

A-20-1

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

A-20-2

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

4 For Reg S Global Certificates only.

A-20-3

COMM 2014-UBS6 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, CLASS X-E

Class X-E Pass-Through Rate: Variable		CUSIP: 12592P AG85 U2009K AD16 12592P AH67 ISIN: US12592PAG818 USU2009KAD109 US12592PAH6410

Original Aggregate Notional Balance of the Class X-E Certificates: $68,562,796		Initial Notional Balance of this Certificate: $[_____]

First Distribution Date: January 12, 2015		Cut-off Date: The close of business on the later of the related due date for each Mortgage Loan in December 2014 and the date of origination of such Mortgage Loan

Assumed Final Distribution Date: September 2034		No.: X-E-[__]

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

5 For Rule 144A Certificates

6 For Regulation S Certificates

7 For IAI Certificates

8 For Rule 144A Certificates

9 For Regulation S Certificates

10 For IAI Certificates

A-20-4

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class X-E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

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

A-20-5

immediately preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.

A-20-6

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

A-20-7

A-20-8

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or

A-20-9


		Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

A-20-10

(less any P&I Advances previously made on account of interest); and

(D)

A-20-11

expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.

A-20-12

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014

	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-20-13

EXHIBIT A-21

FORM OF CLASS V CERTIFICATE

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

A-21-1

SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

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

A-21-2

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS V

No.: V-1		Percentage Interest: [_]%
		CUSIP: 12592P AU71 U2009K AK52 12592P AV53 ISIN: US12592PAU754 USU2009KAK525 US12592PAV586

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

1 For Rule 144A Certificates

2 For Regulation S Certificates

3 For IAI Certificates

4 For Rule 144A Certificates

5 For Regulation S Certificates

6 For IAI Certificates

A-21-3

This Certificate represents a beneficial interest in a portion of a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended (the “Code”), which portion includes the Excess Interest and any proceeds thereof in the Class V Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if any, allocable to the Class V Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the sixth day of each month, or if such sixth day is not a Business Day, then the next Business Day, commencing in January 2015. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.

A-21-4

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

A-21-5

Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.

A-21-6

Custodial Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus or Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to amend any provision of the Pooling and Servicing Agreement or any Custodial Agreement to the extent necessary or desirable to maintain the rating or ratings assigned to each of the Classes of Certificates or any Class of Serviced Companion Loan Securities by each Rating Agency; provided, that such amendment does not reduce the consent or consultation rights of the Controlling Class Representative or the right of the Controlling Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

A-21-7

manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:

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

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

A-21-8

given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

(B)

(C)

(D)

A-21-9

A-21-10

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

A-21-11

EXHIBIT A-22

FORM OF CLASS R CERTIFICATE

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

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

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

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TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A RESIDUAL CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.

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

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COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS R

No.: R-1		Percentage Interest: [_]%
		CUSIP: 12592P AW31 ISIN: US12592PAW322

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

This Class R Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(2)

1 For Rule 144A Certificates

2 For Rule 144A Certificates

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and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for the Upper-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.

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

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

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Class Representative to receive information under the Pooling and Servicing Agreement; (iv) to amend or supplement a provision, or to supplement any other provisions to the extent not inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

(i)

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the last day of the month

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preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);

(B)

(C)

(D)

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee

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

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

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EXHIBIT A-23

FORM OF CLASS LR CERTIFICATE

A-23-1

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

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

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

A-23-3

COMM 2014-UBS6 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS LR

No.: LR-1		Percentage Interest: [_]%
		CUSIP: 12592P AY91 ISIN: US12592PAY972

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

This Class LR Certificate represents the sole “residual interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by

1 For Rule 144A Certificates

2 For Rule 144A Certificates

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acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class LR Certificates shall be the “tax matters person” for the Lower-Tier REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Certificate Administrator is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”.

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

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

As provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable only upon surrender

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

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inconsistent with the provisions of the Pooling and Servicing Agreement, or to effect any other change which will not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in writing by an Opinion of Counsel or, if solely affecting any Certificateholder of a rated Class or Serviced Companion Loan Noteholder, in respect of which a No Downgrade Confirmation has been obtained relating to the Certificates of a rated Class and Serviced Companion Loan Securities, if any; (v) to modify the procedures in the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; and (vi) in the event of a TIA Applicability Determination, to modify, eliminate or add to the provisions of the Pooling and Servicing Agreement (A) to the extent necessary to effect the qualification of the Pooling and Servicing Agreement under the TIA or under any similar federal statute hereafter enacted and to add to the Pooling and Servicing Agreement such other provisions as may be expressly required by the TIA, and (B) to modify such other provisions of the Pooling and Servicing Agreement to the extent necessary to make those provisions consistent with, and conform to, the modifications made pursuant to clause (A); provided that any amendment pursuant to this clause (vi) shall be at the sole cost and expense of the Depositor. Such amendment (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii) through (v) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of a No Downgrade Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.

(i)

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

	(iii)	alter the Servicing Standard, the Operating Advisor Standard or obligations of the Master Servicer or the Trustee to make a P&I Advance or a Property Advance, without the consent of the Holders of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders; or

	(iv)	amend any section hereof which relates to the amendment of the Pooling and Servicing Agreement without the consent of the Holders of all Certificates representing all of the Percentage Interests of the Class or Classes affected thereby and the consent of any affected Serviced Companion Loan Noteholders.

The Certificateholder owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer, may effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer any time on or after the Early Termination Notice Date (defined as any date as of which the aggregate Stated Principal Balance of the Mortgage Loans is less than 1.0% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date) specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans then included in the Trust Fund, and the Trust’s interest in all property acquired in respect of any Mortgage Loan, at a purchase price, payable in cash, equal to the sum of, without duplication:

(A)

100% of the Stated Principal Balance of each Mortgage Loan included in the Trust Fund as of the last day of the month

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preceding such Anticipated Termination Date (less any P&I Advances previously made on account of principal);

(B)

(C)

(D)

The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating Advisor and the Trustee

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator

	By:
		Authorized Signatory

Certificate of Authentication

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

Dated: December 9, 2014


	WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Authenticating Agent

	By:
		Authorized Signatory

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EXHIBIT B

MORTGAGE LOAN SCHEDULE

COMM 2014-UBS6 - Mortgage Loan Schedule (PSA)


		Mortgage Loan						Mortage	Original Principal
ID	Loan Number	Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate	Balance
1	UBSRES34	UBSRES	Tops & Kroger Portfolio	Various	Various	Various	Various	4.0299%	$103,950,000
1.01	UBSRES34.01	UBSRES	Panorama Plaza	1601 Penfield Road	Penfield	NY	14625	4.0299%	$23,557,614
1.02	UBSRES34.02	UBSRES	Culver Ridge	2255 East Ridge Road	Irondequoit	NY	14622	4.0299%	$15,000,000
1.03	UBSRES34.03	UBSRES	Crossroads Centre	3201 Southwestern Boulevard	Orchard Park	NY	14127	4.0299%	$12,888,120
1.04	UBSRES34.04	UBSRES	Tops Plaza - Cheektowaga	3865 Union Road	Cheektowaga	NY	14225	4.0299%	$9,447,152
1.05	UBSRES34.05	UBSRES	Tops Plaza - Amherst	3035, 3055 and 3190 Niagara Falls Boulevard	Amherst	NY	14228	4.0299%	$8,269,653
1.06	UBSRES34.06	UBSRES	Chillicothe Place	887 North Bridge Street	Chillicothe	OH	45601	4.0299%	$7,887,016
1.07	UBSRES34.07	UBSRES	Tops Plaza - Jamestown	1800 Washington Street	Jamestown	NY	14701	4.0299%	$7,356,348
1.08	UBSRES34.08	UBSRES	Midway Plaza	910 Athens Highway	Loganville	GA	30052	4.0299%	$7,230,482
1.09	UBSRES34.09	UBSRES	Tops Plaza - Ontario	6254-6272 Furnace Road	Ontario	NY	14519	4.0299%	$5,405,833
1.1	UBSRES34.1	UBSRES	Tops Plaza - LeRoy	128 West Main Street	Le Roy	NY	14482	4.0299%	$3,492,390
1.11	UBSRES34.11	UBSRES	Tops Plaza - Warsaw	2382 NYS Route 19	Warsaw	NY	14569	4.0299%	$3,415,392
2	GA44696	GACC	W Scottsdale	7277 East Camelback Road	Scottsdale	AZ	85251	4.2070%	$59,000,000
3	JLC57	JLC	Churchill Portfolio	Various	Various	Various	Various	5.1500%	$55,500,000
3.01	JLC57.01	JLC	Durango Regency	7520 CR 203	Durango	CO	81301	5.1500%	$5,576,429
3.02	JLC57.02	JLC	Canby Regency	10038 South New Era Road	Canby	OR	97013	5.1500%	$4,536,905
3.03	JLC57.03	JLC	Rapid City Regency	1702 East Highway 44	Rapid City	SD	57703	5.1500%	$4,087,619
3.04	JLC57.04	JLC	Rock Springs Regency	50 Reliance Road	Rock Springs	WY	82901	5.1500%	$3,356,429
3.05	JLC57.05	JLC	Oxford Regency	100 Skeetfield Road	Oxford	ME	04270	5.1500%	$3,004,048
3.06	JLC57.06	JLC	Thunderbolt Regency	2395 Downing Avenue	Thunderbolt	GA	31404	5.1500%	$3,004,048
3.07	JLC57.07	JLC	Your Personal Vault - Detroit	1423 Franklin Street	Detroit	MI	48226	5.1500%	$2,739,762
3.08	JLC57.08	JLC	San Marcos Regency	1834 Post Road	San Marcos	TX	78666	5.1500%	$2,237,619
3.09	JLC57.09	JLC	St. Mary’s/Colerain Oaks	306 Ryan Drive	Saint Mary’s	GA	31558	5.1500%	$2,008,571
3.1	JLC57.1	JLC	Douglasville Regency	3221 McKown Drive	Douglasville	GA	30134	5.1500%	$1,982,143
3.11	JLC57.11	JLC	Junction City Regency	948-1116 Grant Avenue	Junction City	KS	66441	5.1500%	$1,867,619
3.12	JLC57.12	JLC	1st Choice Storage - Baytown	8528 Highway 146; 7524 FM 3180; 9519 Warren Road	Baytown	TX	77523	5.1500%	$1,717,857
3.13	JLC57.13	JLC	1st Choice Storage - Beaumont	650 Interstate Highway 10 South	Beaumont	TX	77707	5.1500%	$1,612,143
3.14	JLC57.14	JLC	Eagle Lake Regency	133 Country Manor Court	Eagle Lake	MN	56024	5.1500%	$1,524,048
3.15	JLC57.15	JLC	Mora Regency	954 Frankie Lane	Mora	MN	55051	5.1500%	$1,462,381
3.16	JLC57.16	JLC	Iowa City Regency	4455 Oak Crest Hill Southeast	Iowa City	IA	52240	5.1500%	$1,321,429
3.17	JLC57.17	JLC	Dickson Regency	136 Brannon Drive	Dickson	TN	37055	5.1500%	$1,215,714
3.18	JLC57.18	JLC	Dependable Storage	120 North I Road	San Juan	TX	78589	5.1500%	$1,206,905
3.19	JLC57.19	JLC	Sioux City Regency	4104 East Gordon Road	Sioux City	IA	51106	5.1500%	$1,189,286
3.2	JLC57.2	JLC	Montgomery Regency	87 White Frost Drive	Montgomery	AL	36116	5.1500%	$1,136,429
3.21	JLC57.21	JLC	Alpine Regency	2928 Alpine Road	Columbia	SC	29223	5.1500%	$1,110,000
3.22	JLC57.22	JLC	Austin Peay Mini - Memphis	4271 Austin Peay Highway	Memphis	TN	38128	5.1500%	$969,048
3.23	JLC57.23	JLC	1st Choice Storage - Semmes	8990 Moffett Road & 11140 Moffett Road	Semmes	AL	36575	5.1500%	$942,619
3.24	JLC57.24	JLC	Old Town Regency	840 South Main Street	Old Town	ME	04468	5.1500%	$880,952
3.25	JLC57.25	JLC	Willmar West	401 30th Street Northwest	Willmar	MN	56201	5.1500%	$792,857
3.26	JLC57.26	JLC	U Store It - Highway 49	8056 US Highway 49	Gulfport	MS	39501	5.1500%	$709,167
3.27	JLC57.27	JLC	U Store It - Waveland	203 US Highway 90	Waveland	MS	39576	5.1500%	$700,357
3.28	JLC57.28	JLC	U Store It - Gautier	3301 Highway 90	Gautier	MS	39553	5.1500%	$695,952
3.29	JLC57.29	JLC	Wichita Regency	16171 West US Highway 54	Wichita	KS	67052	5.1500%	$660,714
3.3	JLC57.30	JLC	U Store It - Pass Road	1120 Pass Road & 9470 Creosote Road	Gulfport	MS	39501	5.1500%	$643,095
3.31	JLC57.31	JLC	East Side Mini - Evansville	5061 Oak Grove Road	Evansville	IN	47715	5.1500%	$607,857
4	UBSRES35	UBSRES	Circle K Portfolio	Various	Various	Various	Various	4.1875%	$47,000,000
4.01		UBSRES	2683 North Monroe Street	2683 North Monroe Street	Tallahassee	FL	32303	4.1875%	$802,469
4.02		UBSRES	488 Hunter Boulevard	488 Hunter Boulevard	Naples	FL	34116	4.1875%	$741,991
4.03		UBSRES	1990 Capital Circle Northeast Road	1990 Capital Circle Northeast Road	Tallahassee	FL	32308	4.1875%	$668,723
4.04		UBSRES	10499 Stringfellow Boulevard	10499 Stringfellow Boulevard	St. James City	FL	33956	4.1875%	$653,207
4.05		UBSRES	16802 East Williams Field Road	16802 East Williams Field Road	Higley	AZ	85295	4.1875%	$642,004
4.06		UBSRES	9221 Albemarle Road	9221 Albemarle Road	Charlotte	NC	28227	4.1875%	$627,841
4.07		UBSRES	4301 West Cactus Road	4301 West Cactus Road	Phoenix	AZ	85304	4.1875%	$601,852
4.08		UBSRES	4403 East Van Buren Street	4403 East Van Buren Street	Phoenix	AZ	85008	4.1875%	$595,772
4.09		UBSRES	41 Tamiami Trail	41 Tamiami Trail	Port Charlotte	FL	33953	4.1875%	$580,804
4.1		UBSRES	1953 Highway 260	1953 Highway 260	Heber	AZ	85928	4.1875%	$566,473
4.11		UBSRES	2708 West Buckeye Road	2708 West Buckeye Road	Phoenix	AZ	85009	4.1875%	$565,374
4.12		UBSRES	325 West 70 Street	325 West 70 Street	Shreveport	LA	71106	4.1875%	$555,552
4.13		UBSRES	1995 South Arizona Avenue	1995 South Arizona Avenue	Chandler	AZ	85286	4.1875%	$555,365
4.14		UBSRES	13549 East Chandler Boulevard	13549 East Chandler Boulevard	Chandler	AZ	85225	4.1875%	$553,882
4.15		UBSRES	7916 US 27 South	7916 US 27 South	Sebring	FL	33876	4.1875%	$553,218
4.16		UBSRES	2880 West Ina Road	2880 West Ina Road	Tucson	AZ	85741	4.1875%	$541,057
4.17		UBSRES	2742 US 27 South	2742 US Highway 27 South	Lake Placid	FL	33852	4.1875%	$541,057
4.18		UBSRES	3280 Boggy Creek Road	3280 Boggy Creek Road	Kissimmee	FL	34744	4.1875%	$534,976
4.19		UBSRES	410 North Center Street	410 North Center Street	Mesa	AZ	85201	4.1875%	$530,682
4.2		UBSRES	1523 East McDowell Road	1523 East McDowell	Phoenix	AZ	85006	4.1875%	$528,901
4.21		UBSRES	1825 Appling Harlem Drive	1825 Appling Harlem Drive	Appling	GA	30802	4.1875%	$523,991
4.22		UBSRES	3761 Highway 441	3761 Highway 441	Okeechobee	FL	34972	4.1875%	$522,820
4.23		UBSRES	1802 East University Drive	1802 East University Drive	Tempe	AZ	85281	4.1875%	$518,338
4.24		UBSRES	2551 Highway 95	2551 Highway 95	Bullhead City	AZ	86442	4.1875%	$516,117
4.25		UBSRES	1117 East Main Street	1117 East Main Street	Immokalee	FL	34142	4.1875%	$507,346
4.26		UBSRES	15 West Southern Avenue	15 West Southern Avenue	Tempe	AZ	85282	4.1875%	$505,999
4.27		UBSRES	7700 North Atlantic Avenue	7700 North Atlantic Avenue	Cape Canaveral	FL	32920	4.1875%	$505,047
4.28		UBSRES	3443 West Dunlap Avenue	3443 West Dunlap	Phoenix	AZ	85051	4.1875%	$492,423
4.29		UBSRES	2702 West Deer Valley Road	2702 West Deer Valley Road	Phoenix	AZ	85027	4.1875%	$492,423
4.3		UBSRES	4802 North Sabino Canyon Road	4802 North Sabino Canyon Road	Tucson	AZ	85750	4.1875%	$492,423
4.31		UBSRES	9040 South Central Avenue	9040 South Central Avenue	Phoenix	AZ	85042	4.1875%	$486,342
4.32		UBSRES	24520 State Road 44	24520 State Road 44	Sorrento	FL	32776	4.1875%	$481,980
4.33		UBSRES	1224 Highway 41 North	1224 Highway 41 North	Inverness	FL	34450	4.1875%	$479,795
4.34		UBSRES	311 East Deuce of Clubs	311 East Deuce of Clubs	Show Low	AZ	85901	4.1875%	$478,357
4.35		UBSRES	2948 Hanson Street	2948 Hanson Street	Fort Myers	FL	33916	4.1875%	$475,635
4.36		UBSRES	1601 La Palco Boulevard	1601 La Palco Boulevard	Harvey	LA	70058	4.1875%	$475,635
4.37		UBSRES	4713 New Bern Avenue	4713 New Bern Avenue	Raleigh	NC	27610	4.1875%	$475,635
4.38		UBSRES	315 Hitchcock Parkway	315 Hitchcock Parkway	Aiken	SC	29801	4.1875%	$475,635
4.39		UBSRES	2524 West Thunderbird Road	2524 West Thunderbird Road	Phoenix	AZ	85023	4.1875%	$474,186
4.4		UBSRES	5133 Highway 674	5133 Highway 674	Wimauma	FL	33598	4.1875%	$474,186
4.41		UBSRES	5902 West Bell Road	5902 West Bell Road	Glendale	AZ	85308	4.1875%	$468,973
4.42		UBSRES	3393 West Orange Grove Road	3393 West Orange Grove Road	Tucson	AZ	85741	4.1875%	$468,105
4.43		UBSRES	1401 West Grant Road	1401 West Grant Road	Tucson	AZ	85745	4.1875%	$455,950
4.44		UBSRES	9515 East Golf Links Road	9515 East Golf Links Road	Tucson	AZ	85730	4.1875%	$455,950
4.45		UBSRES	101 North Faulkenburg Road	101 North Faulkenburg Road	Tampa	FL	33619	4.1875%	$455,950
4.46		UBSRES	12405 Collier Boulevard	12405 Collier Boulevard	Naples	FL	34116	4.1875%	$450,269
4.47		UBSRES	1910 West Deer Valley Road	1910 West Deer Valley Road	Phoenix	AZ	85027	4.1875%	$449,869
4.48		UBSRES	8780 North Oracle Road	8780 North Oracle Road	Oro Valley	AZ	85704	4.1875%	$449,869
4.49		UBSRES	4005 East Union Hills	4005 East Union Hills	Phoenix	AZ	85050	4.1875%	$443,788
4.5		UBSRES	3125 West Superstition Boulevard	3125 West Superstition Boulevard	Apache Junction	AZ	85120	4.1875%	$443,788
4.51		UBSRES	400 South Suncoast Boulevard	400 South Suncoast Boulevard	Crystal River	FL	34429	4.1875%	$441,919
4.52		UBSRES	2815 East University Drive	2815 East University Drive	Mesa	AZ	85213	4.1875%	$438,123
4.53		UBSRES	3410 North Hayden Road	3410 North Hayden Road	Scottsdale	AZ	85251	4.1875%	$438,123
4.54		UBSRES	9000 North Camino de Oeste	9000 North Camino de Oeste	Tucson	AZ	85742	4.1875%	$437,708
4.55		UBSRES	2405 North Silverbell Road	2405 North Silverbell Road	Tucson	AZ	85745	4.1875%	$437,708
4.56		UBSRES	19021 South Tamiami Trail	19021 South Tamiami Trail	Fort Myers	FL	33908	4.1875%	$437,583
4.57		UBSRES	3109 State Road 29	3109 State Road 29	Labelle	FL	33935	4.1875%	$431,243
4.58		UBSRES	2407 Ashley River Road	2407 Ashley River Road	Charleston	SC	29414	4.1875%	$431,243
4.59		UBSRES	3196 East Union Hills Drive	3196 East Union Hills Drive	Phoenix	AZ	85050	4.1875%	$425,552
4.6		UBSRES	8955 North 19th Avenue	8955 North 19th Avenue	Phoenix	AZ	85021	4.1875%	$425,552
4.61		UBSRES	1605 East Bell Road	1605 East Bell Road	Phoenix	AZ	85022	4.1875%	$425,552
4.62		UBSRES	1602 East Washington Street	1602 East Washington	Phoenix	AZ	85034	4.1875%	$425,552
4.63		UBSRES	1014 East Pine Log Road	1014 East Pine Log Road	Aiken	SC	29803	4.1875%	$424,903
4.64		UBSRES	4401 South 7th Avenue	4401 South 7th Avenue	Phoenix	AZ	85041	4.1875%	$413,391
4.65		UBSRES	4395 North Romero Road	4395 North Romero Road	Tucson	AZ	85705	4.1875%	$413,391
4.66		UBSRES	1441 East Florence Boulevard	1441 East Florence Boulevard	Casa Grande	AZ	85222	4.1875%	$402,825
4.67		UBSRES	1801 State Road 44	1801 State Road 44	New Smyrna Beach	FL	32168	4.1875%	$399,537
4.68		UBSRES	7301 Plaza Road	7301 Plaza Road	Charlotte	NC	28215	4.1875%	$385,931
4.69		UBSRES	2631 Wrightsboro Road	2631 Wrightsboro Road	Augusta	GA	30904	4.1875%	$385,100
4.7		UBSRES	1654 White Mount Boulevard	1654 White Mount Boulevard	Lakeside	AZ	85929	4.1875%	$383,943
4.71		UBSRES	10 East Buckeye Road	10 East Buckeye Road	Phoenix	AZ	85004	4.1875%	$382,998
4.72		UBSRES	3055 East Fort Lowell Road	3055 East Fort Lowell Road	Tucson	AZ	85716	4.1875%	$382,998
4.73		UBSRES	7900 East Broadway Boulevard	7900 East Broadway Boulevard	Tucson	AZ	85710	4.1875%	$382,998
4.74		UBSRES	3275 Broad Street	3275 Broad Street	Brooksville	FL	34604	4.1875%	$382,998
4.75		UBSRES	1401 North Monroe Street	1401 North Monroe Street	Tallahassee	FL	32303	4.1875%	$382,998
4.76		UBSRES	3275 West Gulf to Lake Highway	3275 West Gulf to Lake Highway	Lecanto	FL	34461	4.1875%	$378,786
4.77		UBSRES	2402 East Southern Avenue	2402 East Southern Avenue	Phoenix	AZ	85040	4.1875%	$376,918
4.78		UBSRES	3502 West Peoria Avenue	3502 West Peoria Avenue	Phoenix	AZ	85029	4.1875%	$376,414
4.79		UBSRES	2730 North Scottsdale Road	2730 North Scottsdale Road	Tempe	AZ	85257	4.1875%	$370,837
4.8		UBSRES	13077 Cortez Boulevard	13077 Cortez Boulevard	Spring Hill	FL	34613	4.1875%	$370,837
4.81		UBSRES	9049 West Peoria Avenue	9049 West Peoria Avenue	Peoria	AZ	85345	4.1875%	$370,241
4.82		UBSRES	8590 East 22nd Street	8590 East 22nd Street	Tucson	AZ	85710	4.1875%	$364,756
4.83		UBSRES	6227 Deltona Boulevard	6227 Deltona Boulevard	Spring Hill	FL	34606	4.1875%	$364,756
4.84		UBSRES	2704 South Ferncreek Avenue	2704 South Ferncreek Avenue	Orlando	FL	32806	4.1875%	$364,756
4.85		UBSRES	5801 North Oracle Road	5801 North Oracle Road	Tucson	AZ	85704	4.1875%	$358,681
4.86		UBSRES	11091 Springhill Drive	11091 Spring Hill Drive	Spring Hill	FL	34608	4.1875%	$358,681
4.87		UBSRES	2 West Valencia Road	2 West Valencia Road	Tucson	AZ	85706	4.1875%	$352,601
4.88		UBSRES	7202 West Knights Griffin Road	7202 West Knights Griffin Road	Plant City	FL	33565	4.1875%	$352,601
4.89		UBSRES	1830 Celanese Road	1830 Celanese Road	Rock Hill	SC	29732	4.1875%	$348,800
4.9		UBSRES	5350 North 27th Avenue	5350 North 27th Avenue	Phoenix	AZ	85017	4.1875%	$334,364
4.91		UBSRES	2505 West 8th Street	2505 West 8th Street	Yuma	AZ	85364	4.1875%	$334,364
4.92		UBSRES	1602 East Broadway Boulevard	1602 East Broadway Boulevard	Tucson	AZ	85719	4.1875%	$328,283
4.93		UBSRES	1415 East 16th Street	1415 East 16th Street	Yuma	AZ	85365	4.1875%	$328,283
4.94		UBSRES	809 East Southern Avenue	809 East Southern Avenue	Mesa	AZ	85204	4.1875%	$327,048
4.95		UBSRES	602 North First Avenue	602 North First Avenue	Phoenix	AZ	85003	4.1875%	$322,203
4.96		UBSRES	5505 East Grant Road	5505 East Grant Road	Tucson	AZ	85712	4.1875%	$322,203
4.97		UBSRES	3970 North Flowing Wells Road	3970 North Flowing Wells Road	Tucson	AZ	85705	4.1875%	$322,203
4.98		UBSRES	10039 Main Street	10039 Main Street	Thornotosassa	FL	33592	4.1875%	$316,122
4.99		UBSRES	2116 Bonneville Drive	2116 Bonneville Drive	Orlando	FL	32826	4.1875%	$316,122
4.100		UBSRES	13749 21st Street	13749 21st Street	Dade City	FL	33525	4.1875%	$316,122
4.101		UBSRES	2000 West American Avenue	2000 West American Avenue	Oracle	AZ	85623	4.1875%	$303,966
4.102		UBSRES	7751 East US Highway 80	7751 East US Highway 80	Savannah	GA	31410	4.1875%	$296,714
4.103		UBSRES	110 South Main Street	110 South Main Street	Snowflake	AZ	85937	4.1875%	$295,827
4.104		UBSRES	695 South 4th Avenue	695 South 4th Avenue	Yuma	AZ	85364	4.1875%	$289,529
4.105		UBSRES	2959 College Drive	2959 College Drive	Baton Rouge	LA	70808	4.1875%	$246,209
4.106		UBSRES	2911 Grand Avenue	2911 Grand Avenue	Nogales	AZ	85621	4.1875%	$232,880
5	CCRE21	CCRE	University Village	800 31st Street	Tuscaloosa	AL	35401	4.5685%	$39,850,000
6	GA44779	GACC	811 Wilshire	811 Wilshire Boulevard	Los Angeles	CA	90017	4.0500%	$39,000,000
7	UBSRES36	UBSRES	University Edge	270 East Exchange Street	Akron	OH	44304	4.5300%	$36,250,000
8	10087687	KeyBank	Highland Oaks Portfolio	Various	Downers Grove	IL	60515	4.3600%	$34,590,000
8.01	10087687.01	KeyBank	Highland Oaks II	1020 West 31st Street	Downers Grove	IL	60515	4.3600%	$26,634,300
8.02	10087687.02	KeyBank	Highland Oaks I	1100 West 31st Street	Downers Grove	IL	60515	4.3600%	$7,955,700
9	GA44679	GACC	8000 Maryland Avenue	8000 Maryland Avenue	Clayton	MO	63105	4.2000%	$31,500,000
10	CCRE22	CCRE	Myrtle Beach Marriott Resort & Spa	8400 Costa Verde Drive	Myrtle Beach	SC	29572	4.6425%	$31,000,000
11	GA44618	GACC	U-Haul Pool 2	Various	Various	Various	Various	4.6900%	$31,000,000
11.01	GACC5.11	GACC	U-Haul Greater Miami	1000 Northeast 1st Avenue	Miami	FL	33132	4.6900%	$5,048,066
11.02	GACC5.02	GACC	U-Haul Center Lancaster	42925 Sierra Highway	Lancaster	CA	93534	4.6900%	$2,371,984
11.03	GACC5.06	GACC	U-Haul Center Downtown	970 1/2 Springhill Avenue	Mobile	AL	36604	4.6900%	$2,371,984
11.04	GACC5.13	GACC	U-Haul Boston Avenue	636-650 Boston Avenue	Bridgeport	CT	06610	4.6900%	$2,250,343
11.05	GACC5.08	GACC	U-Haul Center Beltline	200 West 165 Service Road South	Mobile	AL	36608	4.6900%	$2,128,703
11.06	GACC5.1	GACC	U-Haul Center Box Road	1700 Box Road	Columbus	GA	31907	4.6900%	$2,128,703
11.07	GACC5.12	GACC	U-Haul Center Weymouth	666 Bridge Street	Weymouth	MA	02188	4.6900%	$1,946,243
11.08	GACC5.07	GACC	U-Haul Pace Boulevard	2817 North Pace Boulevard	Pensacola	FL	32505	4.6900%	$1,733,373
11.09	GACC5.16	GACC	U-Haul Center Padre Island	4344 South Padre Island Drive	Corpus Christi	TX	78411	4.6900%	$1,490,092
11.1	GACC5.18	GACC	U-Haul Center Hyde Park	150 Fairmount Avenue	Hyde Park	MA	02188	4.6900%	$1,398,862
11.11	GACC5.17	GACC	U-Haul Lake Square	10128 US Highway 441	Leesburg	FL	34788	4.6900%	$1,338,042
11.12	GACC5.14	GACC	U-Haul Center Route 1	390 Providence Highway	Norwood	MA	02188	4.6900%	$1,277,222
11.13	GACC5.01	GACC	U-Haul of Roseburg	1182 Northeast Stephens Street	Roseburg	OR	97470	4.6900%	$1,094,762
11.14	GACC5.09	GACC	U-Haul Wrightsboro	3363 Wrightsboro Road	Augusta	GA	30909	4.6900%	$1,094,762
11.15	GACC5.15	GACC	U-Haul Greensburg	5218 State Route 30	Greensburg	PA	15601	4.6900%	$1,015,696
11.16	GACC5.05	GACC	Fairgrounds U-Haul Center	3028 Bessemer Road	Birmingham	AL	35208	4.6900%	$1,003,531
11.17	GACC5.04	GACC	U-Haul Dallas Freeway	5333 North Freeway	Houston	TX	77022	4.6900%	$790,661
11.18	GACC5.03	GACC	U-Haul Center W W White	4502 Rigsby Avenue	San Antonio	TX	78222	4.6900%	$516,971
12	UBSRES37	UBSRES	Larkridge Shopping Center	16501-16775 North Washington Street	Thornton	CO	80023	4.6550%	$30,500,000
13	GA44744	GACC	Rivers Pointe Apartments Phase II	3801 Rivers Pointe Way	Liverpool	NY	13090	4.6500%	$30,000,000
14	JLC58	JLC	Gunston Plaza	7760 Gunston Plaza	Lorton	VA	22079	4.3730%	$28,125,000
15	GA44768	GACC	Homewood Suites Carle Place	40 Westbury Avenue	Carle Place	NY	11514	4.2900%	$26,950,000
16	10086861	KeyBank	Baton Rouge West Distribution Center	1850 and 1870 Grand Terre Lane	Port Allen	LA	70767	4.3200%	$25,000,000
17	UBSRES39	UBSRES	One Woodward Building	1 Woodward Avenue	Detroit	MI	48226	4.5925%	$25,000,000
18	UBSRES38	UBSRES	Wyndham Garden - San Jose	1355 North 4th Street	San Jose	CA	95112	4.7500%	$22,470,000
19	UBSRES40	UBSRES	Element - Austin	1500, 1600 Royal Crest Drive	Austin	TX	78741	4.4200%	$22,350,000
20	UBSRES41	UBSRES	Four Points by Sheraton - San Jose	399 Silicon Valley Boulevard	San Jose	CA	95138	4.9200%	$22,000,000
21	CCRE222	CCRE	Canterbury Village	8637-8647, 8653-8693, 8697, 8699 Sudley Road; 8402 Digges Road	Manassas	VA	20110	4.5650%	$21,700,000
22	UBSRES42	UBSRES	Landmark Industrial Portfolio	Various	Various	IL	Various	4.4848%	$18,675,000
22.01	UBSRES42.01	UBSRES	Austin	8220 Austin Avenue	Morton Grove	IL	60053	4.4848%	$5,723,667
22.02	UBSRES42.02	UBSRES	Meridian	550-600 North Commons Drive	Aurora	IL	60504	4.4848%	$4,670,583
22.03	UBSRES42.03	UBSRES	Foster	710-854 Foster Avenue	Bensenville	IL	60106	4.4848%	$4,389,470
22.04	UBSRES42.04	UBSRES	Triangle	1400-1538 Elmhurst Road	Elk Grove Village	IL	60007	4.4848%	$2,721,853
22.05	UBSRES42.05	UBSRES	Ridge	3456 North Ridge Avenue	Arlington Heights	IL	60004	4.4848%	$1,169,427
23	UBSRES43	UBSRES	StorQuest Texas Portfolio	Various	Various	TX	Various	4.3800%	$17,500,000
23.01	UBSRES43.01	UBSRES	Plum Creek	5500 FM 2770	Kyle ETJ	TX	78640	4.3800%	$5,020,280
23.02	UBSRES43.02	UBSRES	New Territory	420 Sartartia Road	Sugar Land	TX	77479	4.3800%	$4,697,640
23.03	UBSRES43.03	UBSRES	Gosling Road	23103 Gosling Road	Spring	TX	77389	4.3800%	$4,355,642
23.04	UBSRES43.04	UBSRES	Brazos	210 Gonyo Lane	Richmond	TX	77469	4.3800%	$3,426,438
24	JLC60	JLC	Cray Plaza	380 Jackson Street East	St. Paul	MN	55101	4.6000%	$14,775,000
25	GA44818	GACC	Lakeview Industrial Building	1055 Winchester Road	Menasha	WI	54956	4.3900%	$14,500,000
26	10087508	KeyBank	Clovis Crossing Phase II	1045, 1065, 1085 and 1095 Herndon Avenue	Clovis	CA	93612	4.5200%	$13,875,000
27	UBSRES44.04	UBSRES	Wyndham Garden Austin	3401 South Interstate 35	Austin	TX	78741	4.3890%	$13,400,000
28	301880020	Pillar	Blue Diamond Marketplace	8030-8180 Blue Diamond Road	Las Vegas	NV	89178	4.5300%	$13,000,000
29	UBSRES44.05	UBSRES	The Commons at Anniston	1721 Anniston Road	Jacksonville	FL	32246	4.2760%	$13,000,000
30	UBSRES44.06	UBSRES	Four Points by Sheraton - San Francisco Bay Bridge	1603 Powell Street	Emeryville	CA	94608	4.1375%	$13,000,000
31	GA44278	GACC	Galleria L’Orange	130-150 South Main Street	Orange	CA	92806	4.6000%	$12,500,000
32	UBSRES45	UBSRES	Little Havana Office & Retail Portfolio	Various	Miami	FL	Various	4.9940%	$12,200,000
32.01	UBSRES47	UBSRES	Brickell Station	83 Southwest 8th Street	Miami	FL	33130	4.9940%	$4,450,000
32.02	UBSRES46	UBSRES	Goodwill Superstore & Conch Hill Market	976-982 Southwest 8th Street	Miami	FL	33130	4.9940%	$3,525,000
32.03	UBSRES44	UBSRES	Village Shoppes of Little Havana	541 Southwest 12th Avenue	Miami	FL	33130	4.9940%	$1,400,000
32.04	UBSRES44.01	UBSRES	La Bohemia	701-735 Northwest 12th Avenue; 1180 Northwest 8th Street	Miami	FL	33136	4.9940%	$1,350,000
32.05	UBSRES44.02	UBSRES	Futurama	1637-1641 Southwest 8th Street	Miami	FL	33135	4.9940%	$1,000,000
32.06	UBSRES44.03	UBSRES	Pents & Frows	3670 Grand Avenue	Miami	FL	33133	4.9940%	$475,000
33	GA44735	GACC	Scoop East Hampton	51 Newtown Lane	East Hampton	NY	11937	4.4100%	$11,799,000
34	GA44490	GACC	Wells Fargo Plaza	221 North Kansas Street	El Paso	TX	79901	4.5100%	$11,770,000
35	JLC61	JLC	Bainbridge Park Apartments	6900 Foxthorn Road	Canton	MI	48187	4.7050%	$11,640,000
36	GA44736	GACC	Evergreen Plaza	19855 West Twelve Mile Road	Southfield	MI	48076	4.3000%	$11,250,000
37	CCRE25	CCRE	BECO Tower I	10451 Mill Run Circle	Owings Mills	MD	21117	4.7200%	$11,000,000
38	UBSRES48	UBSRES	West Lancaster Plaza	NEC West Avenue L; 30th Street West	Lancaster	CA	93536	4.4500%	$10,500,000
39	JLC62	JLC	Shadow Lane Office	701 Shadow Lane	Las Vegas	NV	89106	4.6150%	$10,000,000
40	UBSRES49	UBSRES	Parkstone and Parkhurst Apartments	1415 Parker Street; 1130 Parker Street	Detroit	MI	48214	4.6075%	$10,000,000
41	GA44835	GACC	Germantown Collection	7820 Poplar Avenue	Germantown	TN	38138	4.7000%	$9,790,000
42	CCRE26	CCRE	Black Gold Suites Hotel Portfolio	Various	Various	ND	Various	5.6000%	$9,500,000
42.01	CCRE26.01	CCRE	Black Gold Suites Tioga	201 Elm Street	Tioga	ND	58852	5.6000%	$4,750,000
42.02	CCRE26.02	CCRE	Black Gold Suites Stanley	910 Alexis Street	Stanley	ND	58784	5.6000%	$4,750,000
43	CCRE27	CCRE	ART Kentucky MF Portfolio	Various	Lexington	KY	Various	4.7485%	$9,200,000
43.01	CCRE27.01	CCRE	Ridgewood Apartments	2170 Fort Harrods Drive	Lexington	KY	40513	4.7485%	$5,300,000
43.02	CCRE27.02	CCRE	Valleyfield Apartments	2875 Palumbo Drive	Lexington	KY	40509	4.7485%	$3,900,000
44	10085595	KeyBank	Ranch Lake Plaza	8750 East State Road 70	Bradenton	FL	34202	4.4900%	$9,000,000
45	GA44703	GACC	Hilton Garden Inn Fontana	10543 Sierra Avenue	Fontana	CA	92337	4.4700%	$9,000,000
46	10086038	KeyBank	Harmony Bay Apartments	750 West Alluvial Avenue	Clovis	CA	93611	4.5200%	$8,850,000
47	GA44516	GACC	4585 Electronics Place	4585 Electronics Place	Los Angeles	CA	90039	4.3600%	$8,500,000
48	JLC63	JLC	Ravenwood Apartments	7964 Amelia Road	Houston	TX	77055	4.7240%	$7,890,000
49	JLC64	JLC	Madeira Grove Apartments	5750 58th Way North	St. Petersburg	FL	33709	4.4790%	$7,800,000
50	JLC65	JLC	Gulf Freeway Office	8866 & 8876 Gulf Freeway	Houston	TX	77017	4.7140%	$7,800,000
51	20148482	Pillar	Residence Inn - Jackson	126 Old Medina Crossing	Jackson	TN	38305	4.5500%	$7,750,000
52	CCRE28	CCRE	Apollo Storage	525 North Apollo Boulevard	Melbourne	FL	32935	4.8000%	$7,500,000
53	301880006	Pillar	Springhill Suites Auburn Hills	4919 Interpark Drive	Auburn Hills	MI	48359	4.7400%	$7,500,000
54	JLC66	JLC	El Dorado	4300 Atoll Court	Naples	FL	34116	4.4290%	$7,400,000
55	UBSRES50	UBSRES	Westoaks Self Storage	2505 Townsgate Road	Thousand Oaks	CA	91361	4.1000%	$7,200,000
56	GA44737	GACC	Staybridge Suites Peoria	300 West Romeo B Garrett Avenue	Peoria	IL	61605	4.4300%	$7,050,000
57	10087886	KeyBank	Greensboro Multifamily Portfolio	Various	Greensboro	NC	Various	4.4000%	$6,950,000
57.01	10087886.01	KeyBank	LeMans at Lawndale	2005 West Cone Boulevard	Greensboro	NC	27408	4.4000%	$3,478,475
57.02	10087886.02	KeyBank	Lexington Commons	2316 Golden Gate Drive	Greensboro	NC	27405	4.4000%	$3,471,525
58	UBSRES51	UBSRES	Campbell Park Apartments	2753 Northeast Rene Street	Gresham	OR	97204	4.5000%	$6,800,000
59	20149148	Pillar	Michael Medical Center	5565 Blaine Avenue East	Inver Grove Heights	MN	55076	4.3000%	$6,670,000
60	UBSRES52	UBSRES	Self Storage Plus - Gambrills	790 Maryland State Route 3 South	Gambrills	MD	21054	4.4725%	$6,600,000
61	JLC67	JLC	Tutor Time Phoenix	24745 North 23rd Avenue	Phoenix	AZ	85085	4.6250%	$6,200,000
62	JLC68	JLC	Campus West	5211 Avent Ferry Road	Raleigh	NC	27606	4.1500%	$6,050,000
63	CCRE29	CCRE	Greenbriar Plaza	7041-7181 Pecos Street	Denver	CO	80221	4.4620%	$5,740,000
64	UBSRES53	UBSRES	Northpoint Plaza	634 North Santa Cruz Avenue	Los Gatos	CA	95030	4.6000%	$5,350,000
65	GA44840	GACC	Walmart Helena Shopping Center	285 Helena Market Place	Helena	AL	35080	4.6900%	$5,250,000
66	CCRE30	CCRE	Holiday Inn Express Prattville	203 Legends Drive	Prattville	AL	36066	5.0000%	$5,250,000
67	10087542	KeyBank	Kerrville Junction Shopping Center	1304 Junction Highway	Kerrville	TX	78028	4.3800%	$5,175,000
68	GA44705	GACC	Irvington Plaza	1770 East Irvington Road	Tuscon	AZ	85714	4.0800%	$4,850,000
69	GA44668	GACC	Foxshire Plaza	1423 Dual Highway	Hagerstown	MD	21740	4.3300%	$4,825,000
70	JLC69	JLC	Park ’N Go Charlotte	4101 Scott Futrell Drive	Charlotte	NC	28208	5.0090%	$4,700,000
71	10087797	KeyBank	Bryan Station Shopping Center	1644-1670 Bryan Station Road	Lexington	KY	40505	4.5200%	$4,625,000
72	10086404	KeyBank	Fairfield Inn & Suites - Dover	655 North DuPont Highway	Dover	DE	19901	4.7600%	$4,300,000
73	CCRE32	CCRE	Comfort Suites Bakersfield	3115 Camino Del Rio Court	Bakersfield	CA	93308	5.6260%	$4,250,000
74	10087796	KeyBank	Graystone Crossing	2435 Highway 160 West	Tega Cay	SC	29708	4.5500%	$4,000,000
75	JLC70	JLC	Center Street Promenade	131-195 Center Street Promenade, 201 Center Street Promenade, Units A-D, 211 Center Street Promenade, & 411 West Broadway	Anaheim	CA	92805	4.4500%	$4,000,000
76	JLC71	JLC	Park ’N Go Omaha	1515 East Fort Sreet	Omaha	NE	68110	5.0090%	$3,850,000
77	10087086	KeyBank	Thanksgiving Point	2951 and 2975 West Clubhouse Drive	Lehi	UT	84043	4.4000%	$3,800,000
78	10087380	KeyBank	Magnetek Industrial	N50 W13775 Overview Drive	Menomonee Falls	WI	53051	4.2000%	$3,277,000
79	UBSRES55	UBSRES	La Quinta - Columbus	5510 Trabue Road	Columbus	OH	43228	5.2500%	$3,250,000
80	10087572	KeyBank	Fountainhead Mini Storage	6939-6989 Bandley Drive	Fountain	CO	80817	4.5200%	$3,000,000
81	UBSRES56	UBSRES	Conn’s Store	2420 South Stemmons Freeway	Lewisville	TX	75067	4.7270%	$2,900,000
82	GA44687	GACC	6720 South Jeffery Apartments	6720 South Jeffery Boulevard	Chicago	IL	60649	4.9500%	$2,600,000
83	GA44862	GACC	Shoppes of Jensen Beach	3548 Northwest Federal Highway	Jensen Beach	FL	34957	4.8700%	$2,500,000
84	CCRE33	CCRE	366 Knickerbocker Avenue	366 Knickerbocker Avenue	Brooklyn	NY	11237	5.8170%	$2,200,000
85	20149564	Pillar	Thunderbird Hill South	825 Sunbird Terrace	Sebring	FL	33872	4.6130%	$2,000,000
86	20149277	Pillar	Lake Griffin Mobile Home Park	104 Christine Drive	Leesburg	FL	34748	4.5600%	$2,000,000
87	10086376	KeyBank	35th and Greenway	3401 West Greenway Road	Phoenix	AZ	85053	4.6000%	$1,900,000
88	10085707	KeyBank	Lady Lake	508-512 North Highway 27/441	Lady Lake	FL	32159	4.5000%	$1,800,000
89	10087915	KeyBank	The Meadows	16 West Wasson Road	Amboy	IL	61310	4.7000%	$1,165,000

COMM 2014-UBS6 - Mortgage Loan Schedule (PSA)

								Servicing Fee Rate		Interest
		Mortgage Loan		Cut-off Date	Maturity Date	Due	Current Monthly	Master Servicing	Primary Servicing	Accrual	Letter of		Part of	Leasehold	Current Mezzanine
ID	Loan Number	Seller	Mortgage Loan Name	Stated Principal Balance	or ARD	Date	Debt Service	Fee Rate	Fee Rate	Method	Credit	Post-ARD Revised Rate	Loan Combination	Interest	or Subordinate Debt
1	UBSRES34	UBSRES	Tops & Kroger Portfolio	$103,950,000.00	12/6/2024	6	353,938.56	0.0025%	0.0025%	Actual/360	None
1.01	UBSRES34.01	UBSRES	Panorama Plaza	$23,557,614.00
1.02	UBSRES34.02	UBSRES	Culver Ridge	$15,000,000.00
1.03	UBSRES34.03	UBSRES	Crossroads Centre	$12,888,120.00
1.04	UBSRES34.04	UBSRES	Tops Plaza - Cheektowaga	$9,447,152.00
1.05	UBSRES34.05	UBSRES	Tops Plaza - Amherst	$8,269,653.00
1.06	UBSRES34.06	UBSRES	Chillicothe Place	$7,887,016.00										Yes
1.07	UBSRES34.07	UBSRES	Tops Plaza - Jamestown	$7,356,348.00
1.08	UBSRES34.08	UBSRES	Midway Plaza	$7,230,482.00
1.09	UBSRES34.09	UBSRES	Tops Plaza - Ontario	$5,405,833.00
1.1	UBSRES34.1	UBSRES	Tops Plaza - LeRoy	$3,492,390.00
1.11	UBSRES34.11	UBSRES	Tops Plaza - Warsaw	$3,415,392.00
2	GA44696	GACC	W Scottsdale	$59,000,000.00	9/6/2024	6	288,761.23	0.0025%	0.0025%	Actual/360	None
3	JLC57	JLC	Churchill Portfolio	$55,500,000.00	9/6/2024	6	329,316.26	0.0025%	0.0025%	Actual/360	None				$7,500,000.00
3.01	JLC57.01	JLC	Durango Regency	$5,576,428.57
3.02	JLC57.02	JLC	Canby Regency	$4,536,904.76
3.03	JLC57.03	JLC	Rapid City Regency	$4,087,619.05
3.04	JLC57.04	JLC	Rock Springs Regency	$3,356,428.57
3.05	JLC57.05	JLC	Oxford Regency	$3,004,047.62
3.06	JLC57.06	JLC	Thunderbolt Regency	$3,004,047.62
3.07	JLC57.07	JLC	Your Personal Vault - Detroit	$2,739,761.90
3.08	JLC57.08	JLC	San Marcos Regency	$2,237,619.05
3.09	JLC57.09	JLC	St. Mary’s/Colerain Oaks	$2,008,571.43
3.1	JLC57.1	JLC	Douglasville Regency	$1,982,142.86
3.11	JLC57.11	JLC	Junction City Regency	$1,867,619.05
3.12	JLC57.12	JLC	1st Choice Storage - Baytown	$1,717,857.14
3.13	JLC57.13	JLC	1st Choice Storage - Beaumont	$1,612,142.86
3.14	JLC57.14	JLC	Eagle Lake Regency	$1,524,047.62
3.15	JLC57.15	JLC	Mora Regency	$1,462,380.95
3.16	JLC57.16	JLC	Iowa City Regency	$1,321,428.57
3.17	JLC57.17	JLC	Dickson Regency	$1,215,714.29
3.18	JLC57.18	JLC	Dependable Storage	$1,206,904.76
3.19	JLC57.19	JLC	Sioux City Regency	$1,189,285.71
3.2	JLC57.2	JLC	Montgomery Regency	$1,136,428.57
3.21	JLC57.21	JLC	Alpine Regency	$1,110,000.00
3.22	JLC57.22	JLC	Austin Peay Mini - Memphis	$969,047.62
3.23	JLC57.23	JLC	1st Choice Storage - Semmes	$942,619.05
3.24	JLC57.24	JLC	Old Town Regency	$880,952.38
3.25	JLC57.25	JLC	Willmar West	$792,857.14
3.26	JLC57.26	JLC	U Store It - Highway 49	$709,166.67
3.27	JLC57.27	JLC	U Store It - Waveland	$700,357.14
3.28	JLC57.28	JLC	U Store It - Gautier	$695,952.38
3.29	JLC57.29	JLC	Wichita Regency	$660,714.29
3.3	JLC57.30	JLC	U Store It - Pass Road	$643,095.24
3.31	JLC57.31	JLC	East Side Mini - Evansville	$607,857.14
4	UBSRES35	UBSRES	Circle K Portfolio	$47,000,000.00	10/6/2024	6	166,288.34	0.0025%	0.0025%	Actual/360	None
4.01		UBSRES	2683 North Monroe Street	$802,469.00
4.02		UBSRES	488 Hunter Boulevard	$741,991.00
4.03		UBSRES	1990 Capital Circle Northeast Road	$668,723.00
4.04		UBSRES	10499 Stringfellow Boulevard	$653,207.00
4.05		UBSRES	16802 East Williams Field Road	$642,004.00
4.06		UBSRES	9221 Albemarle Road	$627,841.00
4.07		UBSRES	4301 West Cactus Road	$601,852.00
4.08		UBSRES	4403 East Van Buren Street	$595,772.00
4.09		UBSRES	41 Tamiami Trail	$580,804.00
4.1		UBSRES	1953 Highway 260	$566,473.00
4.11		UBSRES	2708 West Buckeye Road	$565,374.00
4.12		UBSRES	325 West 70 Street	$555,552.00
4.13		UBSRES	1995 South Arizona Avenue	$555,365.00
4.14		UBSRES	13549 East Chandler Boulevard	$553,882.00
4.15		UBSRES	7916 US 27 South	$553,218.00
4.16		UBSRES	2880 West Ina Road	$541,057.00
4.17		UBSRES	2742 US 27 South	$541,057.00
4.18		UBSRES	3280 Boggy Creek Road	$534,976.00
4.19		UBSRES	410 North Center Street	$530,682.00
4.2		UBSRES	1523 East McDowell Road	$528,901.00
4.21		UBSRES	1825 Appling Harlem Drive	$523,991.00
4.22		UBSRES	3761 Highway 441	$522,820.00
4.23		UBSRES	1802 East University Drive	$518,338.00
4.24		UBSRES	2551 Highway 95	$516,117.00
4.25		UBSRES	1117 East Main Street	$507,346.00
4.26		UBSRES	15 West Southern Avenue	$505,999.00
4.27		UBSRES	7700 North Atlantic Avenue	$505,047.00
4.28		UBSRES	3443 West Dunlap Avenue	$492,423.00
4.29		UBSRES	2702 West Deer Valley Road	$492,423.00
4.3		UBSRES	4802 North Sabino Canyon Road	$492,423.00
4.31		UBSRES	9040 South Central Avenue	$486,342.00
4.32		UBSRES	24520 State Road 44	$481,980.00
4.33		UBSRES	1224 Highway 41 North	$479,795.00
4.34		UBSRES	311 East Deuce of Clubs	$478,357.00
4.35		UBSRES	2948 Hanson Street	$475,635.00
4.36		UBSRES	1601 La Palco Boulevard	$475,635.00
4.37		UBSRES	4713 New Bern Avenue	$475,635.00
4.38		UBSRES	315 Hitchcock Parkway	$475,635.00
4.39		UBSRES	2524 West Thunderbird Road	$474,186.00
4.4		UBSRES	5133 Highway 674	$474,186.00
4.41		UBSRES	5902 West Bell Road	$468,973.00
4.42		UBSRES	3393 West Orange Grove Road	$468,105.00
4.43		UBSRES	1401 West Grant Road	$455,950.00
4.44		UBSRES	9515 East Golf Links Road	$455,950.00
4.45		UBSRES	101 North Faulkenburg Road	$455,950.00
4.46		UBSRES	12405 Collier Boulevard	$450,269.00
4.47		UBSRES	1910 West Deer Valley Road	$449,869.00
4.48		UBSRES	8780 North Oracle Road	$449,869.00
4.49		UBSRES	4005 East Union Hills	$443,788.00
4.5		UBSRES	3125 West Superstition Boulevard	$443,788.00
4.51		UBSRES	400 South Suncoast Boulevard	$441,919.00
4.52		UBSRES	2815 East University Drive	$438,123.00
4.53		UBSRES	3410 North Hayden Road	$438,123.00
4.54		UBSRES	9000 North Camino de Oeste	$437,708.00
4.55		UBSRES	2405 North Silverbell Road	$437,708.00
4.56		UBSRES	19021 South Tamiami Trail	$437,583.00
4.57		UBSRES	3109 State Road 29	$431,243.00
4.58		UBSRES	2407 Ashley River Road	$431,243.00
4.59		UBSRES	3196 East Union Hills Drive	$425,552.00
4.6		UBSRES	8955 North 19th Avenue	$425,552.00
4.61		UBSRES	1605 East Bell Road	$425,552.00
4.62		UBSRES	1602 East Washington Street	$425,552.00
4.63		UBSRES	1014 East Pine Log Road	$424,903.00
4.64		UBSRES	4401 South 7th Avenue	$413,391.00
4.65		UBSRES	4395 North Romero Road	$413,391.00
4.66		UBSRES	1441 East Florence Boulevard	$402,825.00
4.67		UBSRES	1801 State Road 44	$399,537.00
4.68		UBSRES	7301 Plaza Road	$385,931.00
4.69		UBSRES	2631 Wrightsboro Road	$385,100.00
4.7		UBSRES	1654 White Mount Boulevard	$383,943.00
4.71		UBSRES	10 East Buckeye Road	$382,998.00
4.72		UBSRES	3055 East Fort Lowell Road	$382,998.00
4.73		UBSRES	7900 East Broadway Boulevard	$382,998.00
4.74		UBSRES	3275 Broad Street	$382,998.00
4.75		UBSRES	1401 North Monroe Street	$382,998.00
4.76		UBSRES	3275 West Gulf to Lake Highway	$378,786.00
4.77		UBSRES	2402 East Southern Avenue	$376,918.00
4.78		UBSRES	3502 West Peoria Avenue	$376,414.00
4.79		UBSRES	2730 North Scottsdale Road	$370,837.00
4.8		UBSRES	13077 Cortez Boulevard	$370,837.00
4.81		UBSRES	9049 West Peoria Avenue	$370,241.00
4.82		UBSRES	8590 East 22nd Street	$364,756.00
4.83		UBSRES	6227 Deltona Boulevard	$364,756.00
4.84		UBSRES	2704 South Ferncreek Avenue	$364,756.00
4.85		UBSRES	5801 North Oracle Road	$358,681.00
4.86		UBSRES	11091 Springhill Drive	$358,681.00
4.87		UBSRES	2 West Valencia Road	$352,601.00
4.88		UBSRES	7202 West Knights Griffin Road	$352,601.00
4.89		UBSRES	1830 Celanese Road	$348,800.00
4.9		UBSRES	5350 North 27th Avenue	$334,364.00
4.91		UBSRES	2505 West 8th Street	$334,364.00
4.92		UBSRES	1602 East Broadway Boulevard	$328,283.00
4.93		UBSRES	1415 East 16th Street	$328,283.00
4.94		UBSRES	809 East Southern Avenue	$327,048.00
4.95		UBSRES	602 North First Avenue	$322,203.00
4.96		UBSRES	5505 East Grant Road	$322,203.00
4.97		UBSRES	3970 North Flowing Wells Road	$322,203.00
4.98		UBSRES	10039 Main Street	$316,122.00
4.99		UBSRES	2116 Bonneville Drive	$316,122.00
4.100		UBSRES	13749 21st Street	$316,122.00
4.101		UBSRES	2000 West American Avenue	$303,966.00
4.102		UBSRES	7751 East US Highway 80	$296,714.00
4.103		UBSRES	110 South Main Street	$295,827.00
4.104		UBSRES	695 South 4th Avenue	$289,529.00
4.105		UBSRES	2959 College Drive	$246,209.00
4.106		UBSRES	2911 Grand Avenue	$232,880.00
5	CCRE21	CCRE	University Village	$39,850,000.00	11/6/2024	6	223,051.49	0.0025%	0.0025%	Actual/360	None
6	GA44779	GACC	811 Wilshire	$39,000,000.00	11/6/2024	6	187,317.92	0.0025%	0.0025%	Actual/360	None
7	UBSRES36	UBSRES	University Edge	$36,250,000.00	11/6/2024	6	184,320.16	0.0025%	0.0025%	Actual/360	Yes
8	10087687	KeyBank	Highland Oaks Portfolio	$34,590,000.00	11/1/2024	1	172,396.88	0.0025%	0.0100%	Actual/360	None
8.01	10087687.01	KeyBank	Highland Oaks II	$26,634,300.00
8.02	10087687.02	KeyBank	Highland Oaks I	$7,955,700.00
9	GA44679	GACC	8000 Maryland Avenue	$31,500,000.00	11/6/2024	6	154,040.41	0.0025%	0.0025%	Actual/360	None
10	CCRE22	CCRE	Myrtle Beach Marriott Resort & Spa	$30,848,014.59	8/6/2024	6	159,708.09	0.0025%	0.0025%	Actual/360	None		Yes		$84,583,265.81
11	GA44618	GACC	U-Haul Pool 2	$30,768,656.83	9/6/2034	6	199,314.92	0.0025%	0.0025%	Actual/360	None
11.01	GACC5.11	GACC	U-Haul Greater Miami	$5,010,393.88
11.02	GACC5.02	GACC	U-Haul Center Lancaster	$2,354,282.64
11.03	GACC5.06	GACC	U-Haul Center Downtown	$2,354,282.64
11.04	GACC5.13	GACC	U-Haul Boston Avenue	$2,233,549.40
11.05	GACC5.08	GACC	U-Haul Center Beltline	$2,112,817.16
11.06	GACC5.1	GACC	U-Haul Center Box Road	$2,112,817.16
11.07	GACC5.12	GACC	U-Haul Center Weymouth	$1,931,718.81
11.08	GACC5.07	GACC	U-Haul Pace Boulevard	$1,720,437.39
11.09	GACC5.16	GACC	U-Haul Center Padre Island	$1,478,971.92
11.1	GACC5.18	GACC	U-Haul Center Hyde Park	$1,388,422.74
11.11	GACC5.17	GACC	U-Haul Lake Square	$1,328,056.62
11.12	GACC5.14	GACC	U-Haul Center Route 1	$1,267,690.50
11.13	GACC5.01	GACC	U-Haul of Roseburg	$1,086,592.14
11.14	GACC5.09	GACC	U-Haul Wrightsboro	$1,086,592.14
11.15	GACC5.15	GACC	U-Haul Greensburg	$1,008,116.18
11.16	GACC5.05	GACC	Fairgrounds U-Haul Center	$996,041.97
11.17	GACC5.04	GACC	U-Haul Dallas Freeway	$784,760.55
11.18	GACC5.03	GACC	U-Haul Center W W White	$513,113.01
12	UBSRES37	UBSRES	Larkridge Shopping Center	$30,500,000.00	11/6/2024	6	157,360.64	0.0025%	0.0025%	Actual/360	None
13	GA44744	GACC	Rivers Pointe Apartments Phase II	$30,000,000.00	10/6/2024	6	154,691.04	0.0025%	0.0025%	Actual/360	None				$3,000,000.00
14	JLC58	JLC	Gunston Plaza	$28,125,000.00	10/6/2024	6	140,390.80	0.0025%	0.0025%	Actual/360	None
15	GA44768	GACC	Homewood Suites Carle Place	$26,950,000.00	12/1/2024	1	133,209.65	0.0025%	0.0025%	Actual/360	None
16	10086861	KeyBank	Baton Rouge West Distribution Center	$25,000,000.00	12/1/2024	1	124,011.63	0.0025%	0.0100%	Actual/360	None
17	UBSRES39	UBSRES	One Woodward Building	$24,938,333.60	10/6/2019	6	128,049.06	0.0025%	0.0000%	Actual/360	None			Yes
18	UBSRES38	UBSRES	Wyndham Garden - San Jose	$22,430,838.38	11/6/2024	6	128,105.37	0.0025%	0.0025%	Actual/360	None
19	UBSRES40	UBSRES	Element - Austin	$22,320,138.24	11/6/2024	6	112,184.26	0.0025%	0.0025%	Actual/360	None
20	UBSRES41	UBSRES	Four Points by Sheraton - San Jose	$21,928,092.77	10/6/2024	6	127,586.47	0.0025%	0.0025%	Actual/360	None
21	CCRE222	CCRE	Canterbury Village	$21,700,000.00	11/6/2024	6	110,790.39	0.0025%	0.0025%	Actual/360	None
22	UBSRES42	UBSRES	Landmark Industrial Portfolio	$18,675,000.00	11/6/2019	6	94,454.34	0.0025%	0.0025%	Actual/360	None				$3,000,000.00
22.01	UBSRES42.01	UBSRES	Austin	$5,723,667.00
22.02	UBSRES42.02	UBSRES	Meridian	$4,670,583.00
22.03	UBSRES42.03	UBSRES	Foster	$4,389,470.00
22.04	UBSRES42.04	UBSRES	Triangle	$2,721,853.00
22.05	UBSRES42.05	UBSRES	Ridge	$1,169,427.00
23	UBSRES43	UBSRES	StorQuest Texas Portfolio	$17,500,000.00	11/6/2024	6	87,426.54	0.0025%	0.0025%	Actual/360	None
23.01	UBSRES43.01	UBSRES	Plum Creek	$5,020,280.00
23.02	UBSRES43.02	UBSRES	New Territory	$4,697,640.00
23.03	UBSRES43.03	UBSRES	Gosling Road	$4,355,642.00
23.04	UBSRES43.04	UBSRES	Brazos	$3,426,438.00
24	JLC60	JLC	Cray Plaza	$14,775,000.00	11/6/2024	6	75,743.21	0.0025%	0.0025%	Actual/360	None
25	GA44818	GACC	Lakeview Industrial Building	$14,462,745.65	10/6/2024	6	72,524.71	0.0025%	0.0025%	Actual/360	None
26	10087508	KeyBank	Clovis Crossing Phase II	$13,840,269.93	10/1/2024	1	70,467.57	0.0025%	0.0100%	Actual/360	None	(i) The initial interest rate plus 2% per annum, or (ii) the Treasury Rate for the week ending prior to the ARD plus 2% per annum.
27	UBSRES44.04	UBSRES	Wyndham Garden Austin	$13,365,564.96	10/5/2024	5	67,014.92	0.0025%	0.0025%	Actual/360	None			Yes
28	301880020	Pillar	Blue Diamond Marketplace	$13,000,000.00	11/6/2024	6	66,101.02	0.0025%	0.0025%	Actual/360	None
29	UBSRES44.05	UBSRES	The Commons at Anniston	$13,000,000.00	11/6/2019	6	64,150.22	0.0025%	0.0025%	Actual/360	None
30	UBSRES44.06	UBSRES	Four Points by Sheraton - San Francisco Bay Bridge	$12,964,884.24	10/6/2024	6	63,098.91	0.0025%	0.0025%	Actual/360	None
31	GA44278	GACC	Galleria L’Orange	$12,500,000.00	10/6/2024	6	64,080.55	0.0025%	0.0025%	Actual/360	None			Yes
32	UBSRES45	UBSRES	Little Havana Office & Retail Portfolio	$12,200,000.00	11/6/2024	6	65,447.51	0.0025%	0.0025%	Actual/360	None
32.01	UBSRES47	UBSRES	Brickell Station	$4,450,000.00
32.02	UBSRES46	UBSRES	Goodwill Superstore & Conch Hill Market	$3,525,000.00
32.03	UBSRES44	UBSRES	Village Shoppes of Little Havana	$1,400,000.00
32.04	UBSRES44.01	UBSRES	La Bohemia	$1,350,000.00
32.05	UBSRES44.02	UBSRES	Futurama	$1,000,000.00
32.06	UBSRES44.03	UBSRES	Pents & Frows	$475,000.00
33	GA44735	GACC	Scoop East Hampton	$11,783,206.82	11/6/2019	6	59,154.50	0.0025%	0.0025%	Actual/360	None
34	GA44490	GACC	Wells Fargo Plaza	$11,770,000.00	11/6/2024	6	59,706.82	0.0025%	0.0025%	Actual/360	None
35	JLC61	JLC	Bainbridge Park Apartments	$11,640,000.00	10/6/2024	6	60,404.43	0.0025%	0.0025%	Actual/360	None
36	GA44736	GACC	Evergreen Plaza	$11,234,639.46	11/6/2024	6	55,673.04	0.0025%	0.0000%	Actual/360	None
37	CCRE25	CCRE	BECO Tower I	$10,986,084.20	11/6/2024	6	57,182.47	0.0025%	0.0025%	Actual/360	None
38	UBSRES48	UBSRES	West Lancaster Plaza	$10,500,000.00	11/6/2024	6	52,890.47	0.0025%	0.0025%	Actual/360	None
39	JLC62	JLC	Shadow Lane Office	$9,987,104.21	11/6/2024	6	51,354.12	0.0025%	0.0025%	Actual/360	None
40	UBSRES49	UBSRES	Parkstone and Parkhurst Apartments	$9,987,086.56	11/6/2024	6	51,309.27	0.0025%	0.0025%	Actual/360	None
41	GA44835	GACC	Germantown Collection	$9,790,000.00	10/6/2021	6	50,774.64	0.0025%	0.0025%	Actual/360	None
42	CCRE26	CCRE	Black Gold Suites Hotel Portfolio	$9,500,000.00	12/6/2019	6	103,571.33	0.0025%	0.0025%	Actual/360	None
42.01	CCRE26.01	CCRE	Black Gold Suites Tioga	$4,750,000.00
42.02	CCRE26.02	CCRE	Black Gold Suites Stanley	$4,750,000.00
43	CCRE27	CCRE	ART Kentucky MF Portfolio	$9,200,000.00	10/6/2024	6	47,983.24	0.0025%	0.0025%	Actual/360	None
43.01	CCRE27.01	CCRE	Ridgewood Apartments	$5,300,000.00
43.02	CCRE27.02	CCRE	Valleyfield Apartments	$3,900,000.00
44	10085595	KeyBank	Ranch Lake Plaza	$9,000,000.00	11/1/2024	1	45,548.22	0.0025%	0.0100%	Actual/360	None
45	GA44703	GACC	Hilton Garden Inn Fontana	$8,988,083.61	11/6/2024	6	45,441.39	0.0025%	0.0000%	Actual/360	None
46	10086038	KeyBank	Harmony Bay Apartments	$8,838,388.12	11/1/2024	1	44,946.88	0.0025%	0.0100%	Actual/360	None
47	GA44516	GACC	4585 Electronics Place	$8,500,000.00	10/6/2024	6	31,312.27	0.0025%	0.0025%	Actual/360	None
48	JLC63	JLC	Ravenwood Apartments	$7,890,000.00	10/6/2024	6	41,034.42	0.0025%	0.0025%	Actual/360	None
49	JLC64	JLC	Madeira Grove Apartments	$7,800,000.00	11/6/2024	6	39,424.19	0.0025%	0.0025%	Actual/360	None
50	JLC65	JLC	Gulf Freeway Office	$7,800,000.00	10/6/2024	6	40,519.41	0.0025%	0.0025%	Actual/360	None
51	20148482	Pillar	Residence Inn - Jackson	$7,720,526.95	9/6/2021	6	39,498.69	0.0025%	0.0025%	Actual/360	None
52	CCRE28	CCRE	Apollo Storage	$7,500,000.00	11/6/2021	6	39,349.90	0.0025%	0.0025%	Actual/360	None			Yes
53	301880006	Pillar	Springhill Suites Auburn Hills	$7,463,950.20	8/6/2019	6	39,078.36	0.0025%	0.0025%	Actual/360	None
54	JLC66	JLC	El Dorado	$7,400,000.00	11/6/2024	6	37,183.18	0.0025%	0.0025%	Actual/360	None
55	UBSRES50	UBSRES	Westoaks Self Storage	$7,200,000.00	11/6/2024	6	24,941.67	0.0025%	0.0025%	Actual/360	None
56	GA44737	GACC	Staybridge Suites Peoria	$7,032,031.15	10/6/2019	6	35,428.69	0.0025%	0.0025%	Actual/360	None
57	10087886	KeyBank	Greensboro Multifamily Portfolio	$6,950,000.00	11/1/2024	1	38,236.93	0.0025%	0.0100%	Actual/360	None
57.01	10087886.01	KeyBank	LeMans at Lawndale	$3,478,475.00
57.02	10087886.02	KeyBank	Lexington Commons	$3,471,525.00
58	UBSRES51	UBSRES	Campbell Park Apartments	$6,782,910.41	10/6/2024	6	34,454.60	0.0025%	0.0025%	Actual/360	None
59	20149148	Pillar	Michael Medical Center	$6,660,892.90	11/6/2024	6	33,007.93	0.0025%	0.0025%	Actual/360	None
60	UBSRES52	UBSRES	Self Storage Plus - Gambrills	$6,583,321.02	10/6/2024	6	33,333.47	0.0025%	0.0025%	Actual/360	None
61	JLC67	JLC	Tutor Time Phoenix	$6,184,807.20	10/6/2024	6	31,876.65	0.0025%	0.0025%	Actual/360	None
62	JLC68	JLC	Campus West	$6,050,000.00	11/6/2024	6	29,409.25	0.0025%	0.0025%	Actual/360	None
63	CCRE29	CCRE	Greenbriar Plaza	$5,740,000.00	12/6/2024	6	28,954.28	0.0025%	0.0025%	Actual/360	None
64	UBSRES53	UBSRES	Northpoint Plaza	$5,336,823.43	10/6/2024	6	27,426.47	0.0025%	0.0025%	Actual/360	None
65	GA44840	GACC	Walmart Helena Shopping Center	$5,237,304.15	10/6/2024	6	27,196.94	0.0025%	0.0025%	Actual/360	None
66	CCRE30	CCRE	Holiday Inn Express Prattville	$5,233,063.51	10/6/2024	6	30,690.98	0.0025%	0.0025%	Actual/360	None
67	10087542	KeyBank	Kerrville Junction Shopping Center	$5,175,000.00	11/1/2024	1	25,853.28	0.0025%	0.0100%	Actual/360	None
68	GA44705	GACC	Irvington Plaza	$4,850,000.00	10/6/2019	6	23,378.89	0.0025%	0.0025%	Actual/360	None
69	GA44668	GACC	Foxshire Plaza	$4,825,000.00	11/6/2024	6	23,962.62	0.0025%	0.0025%	Actual/360	None
70	JLC69	JLC	Park ’N Go Charlotte	$4,684,860.19	10/6/2024	6	27,500.38	0.0025%	0.0025%	Actual/360	None
71	10087797	KeyBank	Bryan Station Shopping Center	$4,625,000.00	11/1/2024	1	23,489.19	0.0025%	0.0100%	Actual/360	None
72	10086404	KeyBank	Fairfield Inn & Suites - Dover	$4,285,574.88	10/1/2019	1	24,539.79	0.0025%	0.0100%	Actual/360	None
73	CCRE32	CCRE	Comfort Suites Bakersfield	$4,243,505.94	11/6/2019	6	26,419.48	0.0025%	0.0025%	Actual/360	None
74	10087796	KeyBank	Graystone Crossing	$4,000,000.00	10/1/2024	1	20,386.42	0.0025%	0.0100%	Actual/360	None
75	JLC70	JLC	Center Street Promenade	$3,994,684.58	11/6/2024	6	20,148.75	0.0025%	0.0025%	Actual/360	None
76	JLC71	JLC	Park ’N Go Omaha	$3,837,598.24	10/6/2024	6	22,526.91	0.0025%	0.0025%	Actual/360	None
77	10087086	KeyBank	Thanksgiving Point	$3,800,000.00	11/1/2024	1	19,028.91	0.0025%	0.0100%	Actual/360	None
78	10087380	KeyBank	Magnetek Industrial	$3,277,000.00	11/1/2024	1	16,025.09	0.0025%	0.0100%	Actual/360	None
79	UBSRES55	UBSRES	La Quinta - Columbus	$3,244,743.20	11/6/2024	6	19,475.55	0.0025%	0.0025%	Actual/360	None
80	10087572	KeyBank	Fountainhead Mini Storage	$2,996,063.77	11/1/2024	1	15,236.23	0.0025%	0.0100%	Actual/360	None
81	UBSRES56	UBSRES	Conn’s Store	$2,894,928.52	11/6/2024	6	16,495.06	0.0025%	0.0025%	Actual/360	None
82	GA44687	GACC	6720 South Jeffery Apartments	$2,594,039.93	10/6/2024	6	13,878.02	0.0025%	0.0025%	Actual/360	None
83	GA44862	GACC	Shoppes of Jensen Beach	$2,494,173.51	10/6/2024	6	13,222.62	0.0025%	0.0025%	Actual/360	None
84	CCRE33	CCRE	366 Knickerbocker Avenue	$2,197,732.11	11/6/2019	6	12,932.39	0.0025%	0.0025%	Actual/360	None
85	20149564	Pillar	Thunderbird Hill South	$1,997,419.90	11/6/2024	6	10,268.43	0.0025%	0.0025%	Actual/360	None
86	20149277	Pillar	Lake Griffin Mobile Home Park	$1,997,394.87	11/6/2024	6	10,205.13	0.0025%	0.0025%	Actual/360	None
87	10086376	KeyBank	35th and Greenway	$1,896,614.38	11/1/2024	1	10,668.95	0.0025%	0.0100%	Actual/360	None
88	10085707	KeyBank	Lady Lake	$1,796,745.02	11/1/2024	1	10,004.98	0.0025%	0.0100%	Actual/360	None
89	10087915	KeyBank	The Meadows	$1,162,954.51	11/1/2024	1	6,608.41	0.0025%	0.0100%	Actual/360	None

EXHIBIT C-1

FORM OF TRANSFEREE AFFIDAVIT

AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED

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

, being first duly sworn, deposes and says:

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

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

3. That the Purchaser of the COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [R] [LR] (the “Class [R] [LR] Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, or is acquiring the Class [R] [LR] Certificate for the account of, or as agent (including as a broker, nominee, or other middleman) for, a Permitted Transferee and has received from such person or entity an affidavit substantially in the form of this affidavit.

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

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

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

C-1-1

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

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

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

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

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

12. Check the applicable paragraph:

o The present value of the anticipated tax liabilities associated with holding the Class [R] [LR] Certificate, as applicable, does not exceed the sum of:

(i) the present value of any consideration given to the Purchaser to acquire such Class [R] [LR] Certificate;

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

(iii) the present value of the anticipated tax savings associated with holding such Class [R] [LR] Certificate as the related REMIC generates losses.

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

C-1-2

o The transfer of the Class [R] [LR] Certificate complies with U.S. Treasury Regulations Section 1.860E 1(c)(5) and (6) and, accordingly,

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

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

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

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

o None of the above.

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

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

	[The Purchaser]

	By:
		Name:
		Title:

C-1-3

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

Subscribed and sworn before me this day of , 20 .

NOTARY PUBLIC

COUNTY OF

STATE OF

My commission expires the day of , 20 .

C-1-4

EXHIBIT C-2

FORM OF TRANSFEROR LETTER

[Date]

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2014-UBS6 Mortgage Trust Commercial
Mortgage Pass-Through Certificates, Class [R] [LR]

Ladies and Gentlemen:

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

	Very truly yours,

	[Transferor]

	By:
		Name:
		Title:

C-2-1

EXHIBIT D-1

FORM OF INVESTMENT REPRESENTATION LETTER

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Re:

COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [ ]

Ladies and Gentlemen:

This letter is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above-referenced transaction, on behalf of the holders of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) with respect to the transfer by [__________] (the “Seller”) to the undersigned (the “Purchaser”) of [$_____ aggregate Certificate Balance][_____% Percentage Interest] of Class [_____] Certificates, in certificated fully registered form (such registered interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.

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

[For Institutional Accredited Investors only] 1. The Purchaser is an institutional investor that is an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) or an entity in which all of the equity owners are institutional investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of the investment. The Purchaser is acquiring the Certificate for its own account or for one or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.

[For Qualified Institutional Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule 144A”) promulgated under the Securities Act of

D-1-1

1933, as amended (the “Securities Act”). The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.

The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” within the meaning of, and in transactions complying with, Rule 144A promulgated under the Securities Act, or (ii) institutional investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act or any entity in which all of the equity owners are institutional investors that are “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, pursuant to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection with the proposed transfer. It understands that the Certificate (and any subsequent Individual Certificate) has not been registered under the Securities Act, by reason of a specified exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.

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

The Purchaser has reviewed the applicable Private Placement Memorandum dated November 21, 2014, relating to the Certificates (the “Private Placement Memorandum”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Private Placement Memorandum.

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

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

D-1-2

7.	Check one of the following:

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

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

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

Please make all payments due on the Certificates:**

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

	Account number:

	Institution:

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

D-1-3

	Very truly yours,

	[The Purchaser]

	By:
		Name:
		Title:

Dated: ________________, 20___

* Delete for Class R and Class LR.

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

D-1-4

EXHIBIT D-2

FORM OF ERISA REPRESENTATION LETTER

[Date]

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Re:	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [ ]

Ladies and Gentlemen:

_______________ (the “Purchaser”) intends to purchase from (the “Seller”) [$_____ initial Certificate Balance][$_____ initial Notional Balance][ or _____% Percentage Interest] of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant to the Pooling and Servicing Agreement dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above-referenced transaction. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Certificate Administrator, the Certificate Registrar and the Trustee that:

The Purchaser is not (a) an employee benefit plan or other retirement arrangement, including an individual retirement account or a Keogh plan, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Code Section 4975, a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (b) a collective investment fund whose underlying assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law), an insurance company using assets of separate accounts or general accounts which are deemed pursuant to ERISA or any Similar Law to include assets of Plans, or other person acting on behalf of any such Plan or using the assets of any such Plan, other than (except in the case of the Private Non-Regular Certificates) an insurance company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate by such insurance company would be exempt from the prohibited transaction provisions of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law; and

D-2-1

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

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

	Very truly yours,

	[Purchaser]

	By:
		Name:
		Title:

D-2-2

EXHIBIT E

FORM OF REQUEST FOR RELEASE

[Date]

Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, Minnesota 55414

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2014-UBS6 Mortgage Trust Commercial
Mortgage Pass-Through Certificates

Dear __________________:

In connection with the administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing Agreement, the undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian with respect to the following described Mortgage Loan for the reason indicated below:

	Mortgagor’s Name:

	Address:

Asset No.:

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

Reason for requesting file (or portion thereof):

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



				2.	The Mortgage Loan is being foreclosed.

				3.	Other. (Describe)

The undersigned acknowledges that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of the

E-1

[Pooling and Servicing Agreement][Other Pooling and Servicing Agreement] and will be returned to you or your designee within ten (10) days of our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such Mortgage File pursuant to the applicable Intercreditor Agreement or Other Pooling and Servicing Agreement.][the Mortgage Loan has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained by us permanently, or unless the Mortgage Loan is being foreclosed,] in which case the Mortgage File (or such portion thereof) will be returned when no longer required by us for such purpose.

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

	[MASTER SERVICER][SPECIAL SERVICER][OTHER SERVICER][OTHER SPECIAL SERVICER]

	By:
		Name:
		Title:

E-2

EXHIBIT F

SECURITIES LEGEND

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

F-1

EXHIBIT G

FORM OF REGULATION S TRANSFER CERTIFICATE

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Transfer of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [ ]

Ladies and Gentlemen:

This certificate is delivered pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above referenced transaction, on behalf of the holders of the COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass Through Certificates, Class [_] (the “Certificates”) in connection with the transfer by the undersigned (the “Transferor”) to (the “Transferee”) of $ Certificate Balance of Certificates, in fully registered form (each, an “Individual Certificate”), or a beneficial interest of such aggregate Certificate Balance in the Regulation S Global Certificate (the “Global Certificate”) maintained by The Depository Trust Company or its successor as Depositary under the Pooling and Servicing Agreement (such transferred interest, in either form, being the “Transferred Interest”).

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

(1) the offer of the Transferred Interest was not made to a person in the United States;

[(2) at the time the buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the Transferee was outside the United States;]*

[(2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither there undersigned nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*

* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

G-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

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

or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred are not “restricted securities” as defined in Rule 144 under the Securities Act.

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

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________________, 20

G-2

EXHIBIT H

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD

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

the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Transfer of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [ ]

Reference is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

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

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

(1) the offer of the Certificates was not made to a person in the United States,

[(2) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any persons acting on its behalf reasonably believed that the Transferee was outside the United States,]**

* Select appropriate depository.

** Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

H-1

[(2) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

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

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ________________, 20__

H-2

EXHIBIT I

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD

(Exchange or transfers pursuant to

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

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Transfer of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [ ]

Reference is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

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

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

(1) the offer of the Certificates was not made to a person in the United States,

[(2) at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the transferee was outside the United States,]*

* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.

I-1

(3) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

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

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: _______________, 20___

I-2

EXHIBIT J

FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE

RESTRICTED PERIOD

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

of the Pooling and Servicing Agreement)

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Transfer of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Class [ ]

Reference is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling and Servicing Agreement.

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

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

* Select appropriate depositary.

J-1

	[Insert Name of Transferor]

	By:
		Name:
		Title:

Dated: ______________, 20__

J-2

EXHIBIT K

FORM OF DISTRIBUTION DATE STATEMENT

K-1

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

DISTRIBUTION DATE STATEMENT

Table of Contents

STATEMENT SECTIONS

PAGE(s)

Certificate Distribution Detail

Certificate Factor Detail

Exchangeable Class Detail

Reconciliation Detail

Other Required Information

Cash Reconciliation Detail

Current Mortgage Loan and Property Stratification Tables

8-10

Mortgage Loan Detail

NOI Detail

Principal Prepayment Detail

Historical Detail

Delinquency Loan Detail

Specially Serviced Loan Detail

16-17

Advance Summary

Modified Loan Detail

Historical Liquidated Loan Detail

Historical Bond / Collateral Loss Reconciliation

Interest Shortfall Reconciliation Detail

22-23

Defeased Loan Detail

Supplemental Reporting

Depositor

Master Servicer

Special Servicer

Operating Advisor

Deutsche Mortgage & Asset Receiving

Corporation

60 Wall Street

New York, NY 10005

Contact: Helaine M. Kaplan

Phone Number: (212) 250-5270

KeyBank National Association

11501 Outlook Street

Suite 300

Overland Park, KS 66211

Contact: Andy Lindenman

Phone Number: (913) 317-4372

Midland Loan Services

A Division of PNC Bank, N.A.

10851 Mastin Street, Building 82

Overland Park, KS 66210

Contact: Heather Wagner

Phone Number: (913) 253-9570

Pentalpha Surveillance LLC

375 N. French Road

Suite 100

Amherst, NY 14228

Contact: Don Simon

Phone Number: (203) 660-6100

This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo Bank, N.A. has not independently confirmed the accuracy of the information.

Please visit www.ctslink.com for additional information and special notices. In addition, certificateholders may register online for email notification when special notices are posted. For information or assistance please call 866-846-4526.

Page 1 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Certificate Distribution Detail
Class	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Total Distribution	Ending Balance	Current Subordination Level (1)
A-1		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-M		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
H		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
V		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
R		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
LR		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Class	CUSIP	Pass-Through Rate	Original Notional Amount	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Total Distribution	Ending Notional Amount
X-A		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-B		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-C		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-D		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
X-E		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00
(1) Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of (i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate to the designated class and dividing the result by (A).
(2) Class A-M, Class B, Class C all represent the “Regular Interest” of these respective classes. For details on how the balances and payments of these “Regular Interests” are split between their respective certificates and the Exchangable Class PEZ, please refer to page 4.

Page 2 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Certificate Factor Detail
Class	CUSIP	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss/ Additional Trust Fund Expenses	Ending Balance
A-1		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-2		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-3		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-SB		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-4		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-5		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
A-M		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
B		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
PEZ		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
C		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
D		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
E		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
F		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
G		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
H		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
V		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
R		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000
LR		0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000

Class	CUSIP	Beginning Notional Amount	Interest Distribution	Prepayment Premium	Ending Notional Amount
X-A		0.00000000	0.00000000	0.00000000	0.00000000
X-B		0.00000000	0.00000000	0.00000000	0.00000000
X-C		0.00000000	0.00000000	0.00000000	0.00000000
X-D		0.00000000	0.00000000	0.00000000	0.00000000
X-E		0.00000000	0.00000000	0.00000000	0.00000000

Page 3 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Exchangeable Class Detail

Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance

A-M Regular Interest Breakdown
A-M (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-M (Pez)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

B Regular Interest Breakdown
B (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B (Pez)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

C Regular Interest Breakdown
C (Cert)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C (Pez)		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals			0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Class PEZ Detail
Class\ Component	CUSIP	Pass-Through Rate	Original Balance	Beginning Balance	Principal Distribution	Interest Distribution	Prepayment Premium	Realized Loss / Additional Trust Fund Expenses	Total Distribution	Ending Balance
PEZ		0.000000%	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 4 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Reconciliation Detail
Principal Reconciliation
	Stated Beginning Principal Balance	Unpaid Beginning Principal Balance	Scheduled Principal	Unscheduled Principal	Principal Adjustments	Realized Loss	Stated Ending Principal Balance	Unpaid Ending Principal Balance	Current Principal Distribution Amount
Total	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Certificate Interest Reconciliation
Class	Accrual Dates	Accrual Days	Accrued Certificate Interest	Net Aggregate Prepayment Interest Shortfall	Distributable Certificate Interest	Distributable Certificate Interest Adjustment	WAC CAP Shortfall	Additional Trust Fund Expenses	Interest Distribution	Remaining Unpaid Distributable Certificate Interest
A-1	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-2	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-3	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-SB	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-4	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-5	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-A	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
A-M	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-B	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-C	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
X-E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
D	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
E	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
F	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
G	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
H	0	0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00
Totals		0	0.00	0.00	0.00	0.00	0.00	0.00	0.00	0.00

Page 5 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Other Required Information

Available Distribution Amount (1)

0.00

Appraisal Reduction Amount

Loan

Number

Appraisal

Cumulative

Most Recent

Reduction

ASER

App. Red.

Effected

Amount

Date

Controlling Class Information

Controlling Class: H

Effective as of: mm/dd/yyyy

Controlling Class Representative: DoubleLine Capital LP

Effective as of: mm/dd/yyyy

Total

(1) The Available Distribution Amount includes any Prepayment Premiums.

Page 6 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Cash Reconciliation Detail

Total Funds Collected			Total Funds Distributed
Interest:			Fees:
Interest paid or advanced	0.00		Master Servicing Fee - KeyBank, N.A.	0.00
Interest reductions due to Non-Recoverability Determinations	0.00		Trustee Fee - Wells Fargo Bank, N.A.	0.00
Interest Adjustments	0.00		Certificate Administration Fee - Wells Fargo Bank, N.A.	0.00
Deferred Interest	0.00		CREFC Royalty License Fee	0.00
Net Prepayment Interest Shortfall	0.00		Operating Advsior Fee - Pentalpha Surveillance LLC	0.00
Net Prepayment Interest Excess	0.00		Total Fees		0.00
Extension Interest	0.00		Additional Trust Fund Expenses:
Interest Reserve Withdrawal	0.00
Total Interest Collected		0.00	Reimbursement for Interest on Advances	0.00
			ASER Amount	0.00
Principal:			Special Servicing Fee	0.00
Scheduled Principal	0.00		Rating Agency Expenses	0.00
Unscheduled Principal	0.00		Attorney Fees & Expenses	0.00
Principal Prepayments	0.00		Bankruptcy Expense	0.00
Collection of Principal after Maturity Date	0.00		Taxes Imposed on Trust Fund	0.00
Recoveries from Liquidation and Insurance Proceeds	0.00		Non-Recoverable Advances	0.00
Excess of Prior Principal Amounts paid	0.00		Other Expenses	0.00
Curtailments	0.00		Total Additional Trust Fund Expenses		0.00
Negative Amortization	0.00
Principal Adjustments	0.00		Interest Reserve Deposit		0.00
Total Principal Collected		0.00
			Payments to Certificateholders & Others:
Other:			Interest Distribution	0.00
Prepayment Penalties/Yield Maintenance	0.00		Principal Distribution	0.00
Repayment Fees	0.00		Prepayment Penalties/Yield Maintenance	0.00
Borrower Option Extension Fees	0.00		Borrower Option Extension Fees	0.00
Equity Payments Received	0.00		Equity Payments Paid	0.00
Net Swap Counterparty Payments Received	0.00		Net Swap Counterparty Payments Paid	0.00
Total Other Collected		0.00	Total Payments to Certificateholders & Others		0.00
Total Funds Collected		0.00	Total Funds Distributed		0.00

Page 7 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Scheduled Balance

State (3)

Scheduled
Balance

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

State

# of

Props.

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Page 8 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Debt Service Coverage Ratio

Property Type (3)

Debt Service

Coverage Ratio

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Property Type

# of

Props.

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Note Rate

Seasoning

Note

Rate

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Seasoning

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

See footnotes on last page of this section.

Page 9 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Current Mortgage Loan and Property Stratification Tables

Aggregate Pool

Anticipated Remaining Term (ARD and Balloon Loans)

Remaining Stated Term (Fully Amortizing Loans)

Anticipated Remaining
Term (2)

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Remaining Stated

Term

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

Remaining Amortization Term (ARD and Balloon Loans)

Age of Most Recent NOI

Remaining Amortization

Term

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Age of Most

Recent NOI

# of

loans

Scheduled

Balance

% of

Agg.

Bal.

WAM

(2)

WAC

Weighted

Avg DSCR (1)

Totals

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases, the most recent DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the offering document is used. The debt service coverage ratio information was provided to the Certificate Administrator by the Master Servicer and the Certificate Administrator has not independently confirmed the accuracy of such information.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the Anticipated Repayment Date, if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan information to the properties based upon the Cut-off Date balance of each property as disclosed in the offering document.

Page 10 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Mortgage Loan Detail

Loan

Number

ODCR

Property

Type (1)

City

State

Interest

Payment

Principal

Payment

Gross

Coupon

Anticipated

Repayment

Date

Maturity

Date

Neg.

Amort

(Y/N)

Beginning

Scheduled

Balance

Ending

Scheduled

Balance

Paid

Thru

Date

Appraisal

Reduction

Date

Appraisal

Reduction

Amount

Res.

Strat.

(2)

Mod.

Code

(3)

Totals


(1) Property Type Code						(2) Resolution Strategy Code									(3) Modification Code

MF	-	Multi-Family	OF	-	Office	1	-	Modification	6	-	DPO	10	-	Deed in Lieu Of	1	-	Maturity Date Extension
RT	-	Retail	MU	-	Mixed Use	2	-	Foreclosure	7	-	REO			Foreclosure	2	-	Amortization Change
HC	-	Health Care	LO	-	Lodging	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	3	-	Principal Write-Off
IN	-	Industrial	SS	-	Self Storage	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	4	-	Combination
WH	-	Warehouse	OT	-	Other	5	-	Note Sale			to Master Servicer	13	-	Other or TBD
MH	-	Mobile Home Park

Page 11 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


NOI Detail

Loan Number	ODCR	Property Type	City	State	Ending Scheduled Balance	Most Recent Fiscal NOI	Most Recent NOI	Most Recent NOI Start Date	Most Recent NOI End Date

Total

Page 12 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Principal Prepayment Detail

Loan Number	Loan Group	Offering Document Cross-Reference	Principal Prepayment Amount		Prepayment Penalties
Loan Number	Loan Group	Offering Document Cross-Reference	Payoff Amount	Curtailment Amount	Prepayment Premium	Yield Maintenance Premium

Totals

Page 13 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Historical Detail

Delinquencies

Prepayments

Rate and Maturities

Distribution

Date

30-59 Days

# Balance

60-89 Days

# Balance

90 Days or More

# Balance

Foreclosure

# Balance

REO

# Balance

Modifications

# Balance

Curtailments

# Balance

Payoff

# Balance

Next Weighted Avg.

Coupon Remit

WAM

Note: Foreclosure and REO Totals are excluded from the delinquencies.

Page 14 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Delinquency Loan Detail

Loan Number

Offering

Document

Cross-Reference

# of

Months

Delinq.

Paid Through

Date

Current

P & I

Advances

Outstanding

P & I

Advances **

Status of

Mortgage

Loan (1)

Resolution

Strategy

Code (2)

Servicing

Transfer Date

Foreclosure

Date

Actual

Principal Balance

Outstanding

Servicing

Advances

Bankruptcy

Date

REO

Date

Totals


(1) Status of Mortgage Loan									(2) Resolution Strategy Code

A	-	Payment Not Received	0	-	Current	4	-	Assumed Scheduled Payment	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
		But Still in Grace Period	1	-	One Month Delinquent			(Performing Matured Balloon)	2	-	Foreclosure	7	-	REO			Foreclosure
		Or Not Yet Due	2	-	Two Months Delinquent	5	-	Non Performing Matured Balloon	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
B	-	Late Payment But Less	3	-	Three or More Months Delinquent				4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
		Than 1 Month Delinquent							5	-	Note Sale			to Master Servicer	13	-	Other or TBD

** Outstanding P & I Advances include the current period advance.

Page 15 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Specially Serviced Loan Detail - Part 1

Distribution

Date

Loan

Number

Offering

Document

Cross-Reference

Servicing

Transfer

Date

Resolution

Strategy

Code (1)

Scheduled

Balance

Property

Type (2)

State

Interest

Rate

Actual

Balance

Net

Operating

Income

NOI

Date

DSCR

Note

Date

Maturity

Date

Remaining

Amortization

Term

(1) Resolution Strategy Code									(2) Property Type Code

1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of	MF	-	Multi-Family	OF	-	Office
2	-	Foreclosure	7	-	REO			Foreclosure	RT	-	Retail	MU	-	Mixed use
3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff	HC	-	Health Care	LO	-	Lodging
4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties	IN	-	Industrial	SS	-	Self Storage
5	-	Note Sale			to Master Servicer	13	-	Other or TBD	WH MH	- -	Warehouse Mobile Home Park	OT	-	Other

Page 16 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15



Specially Serviced Loan Detail - Part 2

Distribution Date	Loan Number	Offering Document Cross-Reference	Resolution Strategy Code (1)	Site Inspection Date	Phase 1 Date	Appraisal Date	Appraisal Value	Other REO Property Revenue	Comment

(1) Resolution Strategy Code

	1	-	Modification	6	-	DPO	10	-	Deed In Lieu Of
	2	-	Foreclosure	7	-	REO			Foreclosure
	3	-	Bankruptcy	8	-	Resolved	11	-	Full Payoff
	4	-	Extension	9	-	Pending Return	12	-	Reps and Warranties
	5	-	Note Sale			to Master Servicer	13	-	Other or TBD

Page 17 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Advance Summary

	Current P&I Advances	Outstanding P&I Advances	Outstanding Servicing Advances	Current Period Interest on P&I and Servicing Advances Paid

Totals	0.00	0.00	0.00	0.00

Page 18 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Modified Loan Detail

Loan Number	Offering Document Cross-Reference	Pre-Modification Balance	Post-Modification Balance	Pre-Modification Interest Rate	Post-Modification Interest Rate	Modification Date	Modification Description

Totals

Page 19 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Historical Liquidated Loan Detail

Distribution

Date

ODCR

Beginning

Scheduled

Balance

Fees,

Advances,

and Expenses *

Most Recent

Appraised

Value or BPO

Gross Sales

Proceeds or

Other Proceeds

Net Proceeds

Received on

Liquidation

Net Proceeds

Available for

Distribution

Realized

Loss to Trust

Date of Current

Period Adj.

to Trust

Current Period

Adjustment

to Trust

Cumulative

Adjustment

to Trust

Loss to Loan

with Cum

Adj. to Trust

Current Total

Cumulative Total

* Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).

Page 20 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Historical Bond/Collateral Loss Reconciliation Detail

Distribution

Date

Offering

Document

Cross-Reference

Beginning

Balance

at Liquidation

Aggregate

Realized Loss

on Loans

Prior Realized

Loss Applied

to Certificates

Amounts

Covered by

Credit Support

Interest

(Shortages)/

Excesses

Modification

/Appraisal

Reduction Adj.

Additional

(Recoveries)

/Expenses

Realized Loss

Applied to

Certificates to Date

Recoveries of

Realized Losses

Paid as Cash

(Recoveries)/

Losses Applied to

Certificate Interest

Totals

Page 21 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15

Interest Shortfall Reconciliation Detail - Part 1

Offering

Document

Cross-Reference

Stated Principal

Balance at

Contribution

Current Ending

Scheduled

Balance

Special Servicing Fees

Non-Recoverable

(Scheduled

Interest)

Interest on

Advances

Modified Interest

Rate (Reduction)

/Excess

Monthly

Liquidation

Work Out

ASER

(PPIS) Excess

Totals

Page 22 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Interest Shortfall Reconciliation Detail - Part 2

	Offering	Stated Principal	Current Ending	Reimb of Advances to the Servicer		Other (Shortfalls)/ Refunds
	Document	Balance at	Scheduled	Current Month	Left to Reimburse		Comments
	Cross-Reference	Contribution	Balance	Current Month	Master Servicer





















	Totals
	Interest Shortfall Reconciliation Detail Part 2 Total				0.00
	Interest Shortfall Reconciliation Detail Part 1 Total				0.00
	Total Interest Shortfall Allocated to Trust				0.00

Page 23 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


Defeased Loan Detail

	Loan Number	Offering Document Cross-Reference	Ending Scheduled Balance	Maturity Date	Note Rate	Defeasance Status















	Totals

Page 24 of 25

Wells Fargo Bank, N.A. Corporate Trust Services 8480 Stagecoach Circle Frederick, MD 21701-4747	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2014-UBS6	For Additional Information please contact CTSLink Customer Service 1-866-846-4526 Reports Available www.ctslink.com
		Payment Date:	1/12/15
		Record Date:	12/31/14
		Determination Date:	1/6/15


	Supplemental Reporting

Page 25 of 25

EXHIBIT L-1

FORM OF INVESTOR CERTIFICATION

[Date]

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: COMM 2014-UBS6 Mortgage Trust

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2014-UBS6 Mortgage Trust Commercial
Mortgage Pass-Through Certificates

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

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

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

3. The undersigned is not a Borrower, a Manager, an Affiliate, principal, partner, member, joint venturer, limited partner, employee, representative, director or advisor of, or investor in, any of the foregoing or an agent of any of the foregoing.

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

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

The undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require

L-1-1

registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

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

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

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

[BY ITS CERTIFICATION HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.]

	[Certificateholder][Beneficial
		Owner][Prospective Purchaser]

	By:
		Title:
		Company:
		Phone:

L-1-2

EXHIBIT L-2

FORM OF FINANCIAL MARKET PUBLISHER CERTIFICATION

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

In connection with the COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, the undersigned hereby certifies and agrees as follows:

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

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

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

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

L-2-1

EXHIBIT M

FORM OF NOTIFICATION FROM CUSTODIAN

[DATE]

To the Persons Listed on the attached Schedule A

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2014-UBS6 Mortgage Trust Commercial
Mortgage Pass-Through Certificates

Ladies and Gentlemen:

In accordance with Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that, based upon the review required under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan set forth on the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii) has not been recorded or filed (if required), (iii) is unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has been torn in any materially adverse manner or (v) is mutilated or otherwise defaced, in each case as more fully described on the attached defect schedule.

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

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

		WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian

		By:
			Name:
			Title:

M-1

SCHEDULE A

FORM OF NOTIFICATION FROM CUSTODIAN

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager – COMM 2014-UBS6

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Kathleen Marshall

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

To the applicable Mortgage Loan Seller:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: David Schell

Facsimile: (212) 821-2943

M-2

with an electronic copy to:

UBS Real Estate Securities Inc.

1285 Avenue of the Americas

New York, New York 10019

Attention: Henry Chung

Facsimile: (212) 821-2943

and with an electronic copy to:

UBS AG

299 Park Avenue

New York, New York 10171

Attention: Chad Eisenberger, Executive Director & Counsel

Facsimile: (212) 821-4585

German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Jefferies LoanCore LLC

c/o LoanCore Capital

80 Field Point Road

Greenwich, Connecticut

Attention: Dan Bennett.

Facsimile: (203) 861-6006

Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Anthony Orso

with an electronic copy to:

Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Jill Weinstein

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Joe DeRoy

Facsimile: (877) 379-1625

M-3

Pillar Funding LLC

330 Madison Avenue

New York, New York 10017

Attention: James Shiles

Email: james.shiles@guggenheimpartners.com

with a copy to:

Pillar Funding LLC

330 Madison Avenue

New York, New York 1001

Attention: General Counsel

Email: paul.sherrington@pillarfinance.com

M-4

DEFECT SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN

M-5

EXHIBIT N-1

FORM OF CLOSING DATE CUSTODIAN CERTIFICATION

[Date]

[ ]

Attention: [ ]

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2014-UBS6 Mortgage Trust Commercial
Mortgage Pass-Through Certificates

In accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession the documents specified in clause (i) of the definition of “Mortgage File”, (b) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian on its behalf and appear regular on their face, appear to be executed and purports to relate to such Mortgage Loan, except as identified on the schedule attached hereto, and (c) each of the documents specified in Section 2.01(a)(ii), 2.01(a)(vii), 2.01(a)(xi) and 2.01(a)(xix) of the Pooling and Servicing Agreement have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule.

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

		WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian

		By:
			Name:
			Title:

N-1-1

SCHEDULE A

TO CLOSING DATE CUSTODIAN CERTIFICATION

MORTGAGE LOAN SCHEDULE

N-1-2

EXHIBIT N-2

FORM OF POST-CLOSING CUSTODIAN CERTIFICATION

[Date]

[ ]

Attention: [ ]

Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to COMM 2014-UBS6 Mortgage Trust Commercial
Mortgage Pass-Through Certificates

In accordance with Section 2.02 of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the Pooling and Servicing Agreement, that, with respect to each Mortgage Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, all documents (other than documents referred to in clauses (xix) and (xx) of Section 2.01(a) of the Pooling and Servicing Agreement and the documents referred to in clauses (iii), (v)(B) and (viii)(B) of Section 2.01(a) of the Pooling and Servicing Agreement and the assignments of financing statements referred to in clause (xiii) of Section 2.01(a) of the Pooling and Servicing Agreement) referred to in Section 2.01(a) of the Pooling and Servicing Agreement (in the case of the documents referred to in Section 2.01(a)(iv), (vi), (viii), (ix), (x), (xii) through (xvi) and (xviii) through (xx) of the Pooling and Servicing Agreement, as identified to it in writing by the related Mortgage Loan Seller) and any original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule, in each case, except as set forth on the attached schedule hereto.

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

		WELLS FARGO BANK, NATIONAL ASSOCIATION, as Custodian

		By:
			Corporate Trust Officer
			Name:
			Title:

N-2-1

SCHEDULE A

TO POST-CLOSING CUSTODIAN CERTIFICATION

MORTGAGE LOAN SCHEDULE

N-2-2

EXHIBIT O

FORM OF TRUSTEE BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (The “Trust”)

The undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following information is within the Trustee’s normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

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

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

O-1

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

Date:

		WELLS FARGO BANK, NATIONAL ASSOCIATION

		By:
			Name:
			Title:

O-2

EXHIBIT P

FORM OF CUSTODIAN BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (the “Trust”)

The undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (in such capacity, the “Custodian”), under that certain Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following information is within the Custodian’s normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

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

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

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

P-1

Date:

		WELLS FARGO BANK, NATIONAL ASSOCIATION

		By:
			Name:
			Title:

P-2

EXHIBIT Q

FORM OF CERTIFICATE ADMINISTRATOR BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (The “Trust”)

The undersigned, __________, a __________ of WELLS FARGO BANK, NATIONAL ASSOCIATION, on behalf of WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator, (in such capacity, the “Certificate Administrator”), paying agent and custodian, under that certain Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor (the “Depositor”), KeyBank National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), certificate administrator, paying agent and custodian, certifies to [ ], Deutsche Mortgage & Asset Receiving Corporation and its officers, directors and affiliates, to the extent that the following information is within the Certificate Administrator’s normal area of responsibilities and duties under the Pooling and Servicing Agreement, and with the knowledge and intent that they will rely upon this certification, that:

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

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

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

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

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

Q-1

Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 has been provided to the Depositor for inclusion as an exhibit to such Form 10-K. Any material instances of noncompliance described in such reports have been provided to the Depositor for disclosure in such annual report on Form 10-K.

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

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

Date:

		WELLS FARGO BANK, NATIONAL ASSOCIATION

		By:
			Name:
			Title:

Q-2

EXHIBIT R

FORM OF MASTER SERVICER BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (the “Trust”)

I, [identify the certifying individual], a [_______________] of KEYBANK NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”) under that certain Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, the Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, on behalf of the Master Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), and assuming the accuracy of the statements required to be made by the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] in the backup certificate[s] delivered by the Special Servicer, [each applicable Other Servicer and each applicable Other Special Servicer] relating to the Relevant Period, all servicing information and all reports required to be submitted by the Master Servicer to the Certificate Administrator pursuant to Sections 3.13(a) and 3.13(c) of the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K (the “Servicer Reports”) have been submitted by the Master Servicer to the Certificate Administrator for inclusion in these reports;

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

I am, or a servicing officer under my supervision is, responsible for reviewing the activities performed by the Master Servicer under the Pooling and Servicing Agreement and based upon my knowledge and the annual compliance reviews conducted in preparing the servicer compliance statements required for inclusion on Form 10-K pursuant to Item 1123 of Regulation AB with respect to the Master Servicer, and except as disclosed in the compliance certificate delivered by the Master Servicer under Section

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10.11 of the Pooling and Servicing Agreement, the Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such report applies;

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

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

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

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

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Date:

		KEYBANK NATIONAL ASSOCIATION

		By:
			Name:
			Title:

R-3

EXHIBIT S

FORM OF SPECIAL SERVICER BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (the “Trust”)

I, [identify the certifying individual], a [_______________ ] of MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as special servicer (the “Special Servicer”) under that certain Pooling and Servicing Agreement dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, National Association, as trustee, certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, KeyBank National Association, as master servicer (the “Master Servicer”) and the Special Servicer, on behalf of the Special Servicer, certify to [Name of Certifying Person(s) for Sarbanes-Oxley Certification], the Depositor, and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

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

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

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

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

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

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

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

Date:

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

		By:
			Name:
			Title:

S-2

EXHIBIT T

MORTGAGE LOAN SELLER SUB-SERVICERS

Mortgage Loan	Sub-Servicer Name
Irvington Plaza	Barry S. Slatt Mortgage Company
One Woodward Building	Bernard Financial Corporation
University Village Canterbury Village BECO Tower I Black Gold Suites Hotel Portfolio ART Kentucky MF Portfolio Apollo Storage Greenbriar Plaza Holiday Inn Express Prattville Comfort Suites Bakersfield 366 Knickerbocker Avenue	CCRE Servicing, Inc.
Foxshire Plaza	ColumbiaNational Real Estate Finance, LLC
W Scottsdale 4585 Electronics Place	Holliday Fenoglio Fowler, L.P.
Hilton Garden Inn Fontana	Northmarq Capital, LLC
Galleria L’Orange	PSRS Administrative Services, LLC
Clovis Crossing Phase II	Sunrise Mortgage & Investment Company, Inc.
Myrtle Beach Marriot Resort & Spa	Wells Fargo Bank, National Association
All Mortgage Loans other than those listed above.	Berkadia Commercial Mortgage LLC

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EXHIBIT U

MORTGAGE LOANS WITH EARNOUT/HOLDBACK PROVISIONS

University Edge

Element – Austin

Foxshire Plaza

U-1

EXHIBIT V

FORM OF NRSRO CERTIFICATION

[Date]

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: COMM 2014-UBS6 Mortgage Trust

Re:	COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates

In accordance with the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Agreement”), entered into and executed in connection with the above-referenced transaction, with respect to the certificates issued thereunder (the “Certificates”), the undersigned hereby certifies as follows:

1. (a) The undersigned is a Rating Agency; or

(b) The undersigned is a nationally recognized statistical rating organization and either (x) has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), had access to the Depositor’s 17g-5 website prior to the Closing Date, is requesting access pursuant to the Agreement to certain information (the “Information”) on such 17g-5 website pursuant to the provisions of the Agreement, and agrees that any confidentiality agreement applicable to the undersigned with respect to the information obtained from the Depositor’s 17g-5 website prior to the Closing Date shall also be applicable to information obtained from the 17g-5 Information Provider’s Website (including without limitation, to any information received by the Depositor for posting on the 17g-5 Information Provider’s Website), or (y), if the undersigned did not have access to the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that it shall be bound by the provisions of the confidentiality agreement as provided by Wells Fargo Bank, National Association, as the 17g-5 Information Provider, which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that hosts the Depositor’s 17g-5 website after the Closing Date.

2. The undersigned either (a) has not accessed information pursuant to Rule 17g–5(a)(3) ten (10) or more times during the most recently ended calendar year, or (b) has determined and maintained credit ratings for at least 10% of the issued securities and money market instruments for which it accessed information pursuant to Rule 17g–5(a)(3)(iii) in the calendar year prior to the year covered by the SEC Certification, if it accessed such information for 10 or more issued securities or money market instruments.

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

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

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EXHIBIT W-1

FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Re:

Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates

Ladies and Gentlemen:

This letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”) of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as Depositor, that:

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

2. Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state securities laws.

W-1-1

	Very truly yours,

	By:
		Name:
		Title:

W-1-2

EXHIBIT W-2

FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

[Date]

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Re: Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates

Ladies and Gentlemen:

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

2. The Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached as Exhibit W-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate from the

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prospective transferee substantially in the form attached as Exhibit W-2 to the Pooling and Servicing Agreement.

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

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

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

6. The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.

7. The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act, and (iii) not to disclose

W-2-2

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

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

	Very truly yours,

	By:
		Name:
		Title:

W-2-3

EXHIBIT X

FORM OF OPERATING ADVISOR ANNUAL REPORT

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

Transaction: Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates

Operating Advisor: Pentalpha Surveillance LLC

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association

Controlling Class Representative: DoubleLine Capital LP

I. Executive Summary

Based on the requirements and qualifications set forth in the Pooling and Servicing Agreement dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as operating advisor, as well as the items listed below, the Operating Advisor has undertaken a limited review of the Special Servicer’s operational activities in light of the Servicing Standard and the requirements of the Pooling and Servicing Agreement with respect to the resolution and/or liquidation of the Specially Serviced Loans and provides this Operating Advisor Annual Report.

No information or any other content included in this Operating Advisor Annual Report contravenes any provision of the Pooling and Servicing Agreement. This Operating Advisor Annual Report sets forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under the Pooling and Servicing Agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of Specially Serviced Loans during the prior calendar year.

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

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

1.	Reviewed any annual compliance statement delivered to the Operating Advisor pursuant to Section 10.11 the Pooling and Servicing Agreement and the following issues were noted therein: [ ]

Operating Advisor Actions:

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

Operating Advisor Actions:

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

Operating Advisor Actions:

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

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

	PENTALPHA SURVEILLANCE LLC

	By:
		Name:
		Title:

	By:
		Name:
		Title:

X-2

EXHIBIT Y

FORM OF SARBANES-OXLEY CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (the “Trust”)

I, [identify the certifying individual], certify that:

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

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

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

4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and

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

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In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: KeyBank National Association, Midland Loan Services, a Division of PNC Bank, National Association, Pentalpha Surveillance LLC, Wells Fargo Bank, National Association and [list any sub-servicers].

Date: ___________

	DEUTSCHE MORTGAGE & ASSET RECEIVING CORPORATION

	By:
		Name:
		Title:

Y-2

EXHIBIT Z

ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO (410)715-2380 AND VIA EMAIL TO
cts.sec.notifications@wellsfargo.com AND [_____] AND VIA OVERNIGHT MAIL TO THE
ADDRESSES IMMEDIATELY BELOW**

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: COMM 2014-UBS6 Mortgage Trust

Deutsche Mortgage & Asset Receiving Corporation,

as Depositor

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Re:	Additional Form [10-D][10-K][8-K] Disclosure Required

Ladies and Gentlemen:

In accordance with Section [10.06][10.07][10.09] of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, the undersigned, as , hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

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

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

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

	[NAME OF PARTY], as [role]

	By:
		Name:
		Title:

Z-2

EXHIBIT AA

FORM OF SUB-SERVICER BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (the “Trust”)

As contemplated by Section 10.08 of that certain Pooling and Servicing Agreement dated as of [___] 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, [___], as master servicer (the “Master Servicer”), [___], as special servicer (the “Special Servicer”), [___], as operating advisor, [___], as trustee, and [___], as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian, [identify the certifying individual], a of , a [corporation] (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage Loans and/or Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf of the Sub-Servicer, certify to [Name of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating to the Mortgage Loans and/or Serviced Companion Loan delivered by the Sub-Servicer to the Master Servicer, pursuant to the Sub-Servicing Agreement dated [___________], 20[__] by and between the Sub-Servicer and the Master Servicer (the “Sub-Servicing Agreement”);

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

Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”) have been submitted by the Sub-Servicer to the Master Servicer;

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

5.	Based upon my knowledge and the annual compliance review performed as required under Section [__] of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to Section [__] of the Sub-Servicing

AA-1

Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;

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

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

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

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

Date:

___________

	[INSERT NAME OF SUB-SERVICER]

	By:
		Name:
		Title:

AA-2

EXHIBIT BB

FORM OF OPERATING ADVISOR BACKUP CERTIFICATION

COMM 2014-UBS6 Mortgage Trust (the “Trust”)

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

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

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

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

BB-1

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

Date:

___________

	[INSERT NAME OF OPERATING ADVISOR]

	By:
	Name:
	Title:

BB-2

EXHIBIT CC

FORM OF POWER OF ATTORNEY TO THE MASTER SERVICER AND SPECIAL SERVICER

RECORDING REQUESTED BY:

{insert address}

SPACE ABOVE THIS LINE FOR RECORDER’S USE

LIMITED POWER OF ATTORNEY

Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States and having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, not in its individual capacity but solely as Trustee (in such capacity, the “Trustee”), hereby constitutes and appoints [insert servicer name], (the “[Master] [Special] Servicer”), and in its name, aforesaid Attorney-In-Fact, by and through any officer appointed by the [Board of Directors] of [insert servicer name], to execute and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate for the tasks described in the items (1) through (6) below; provided however, that the documents described below may only be executed and delivered by such Attorneys-In-Fact if such documents are required or permitted under the terms of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Agreement”), between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer (the “Master Servicer”), Midland Loan Services, a Division of PNC Bank, National Association, as special servicer (the “Special Servicer”), Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, and Pentalpha Surveillance LLC, as operating advisor, entered into in connection with the COMM 2014-UBS6 transaction and no power is granted hereunder to take any action that would be adverse to the interests of Wells Fargo Bank, National Association.

This Limited Power of Attorney is being issued in connection with the [Master][Special] Servicer’s responsibilities to service certain mortgage loans (the “Loans”) held by the Trustee. The Loans are comprised of mortgages or deeds of trust (the “Mortgages” and “Deeds of Trust”, respectively), and other forms of security instruments (collectively, the “Security Instruments”) and the Mortgage Notes secured thereby. Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

1. Demand, sue for, recover, collect and receive each and every sum of money, debt, account and interest (which now is, or hereafter shall become due and payable) belonging to or claimed by the Trustee, and to use or take any lawful means for recovery by legal process or otherwise, including but not limited to the substitution of trustee serving under a Deed of Trust, the preparation and issuance of statements of breach, notices of default, and/or notices of sale, taking deeds in lieu of foreclosure, evicting (to the extent allowed by federal, state or local laws) and foreclosing on the properties under the Security Instruments.

CC-1

2. Execute and/or file such documents and take such other action as is proper and necessary to defend the Trustee, in litigation and to resolve any litigation where the [Master] [Special] Servicer has an obligation to defend the Trustee.

3. Obtain an interest in the Property and/or building thereon, as Trustee’s act and deed, to contract for, purchase, receive and take possession and evidence of title in and to the property and/or to secure payment of a promissory note or performance of any obligation or agreement.

4. Execute bonds, notes, Mortgages, Deeds of Trust and other contracts, agreements and instruments regarding the Borrowers and/or the Properties, including but not limited to the execution of estoppel certificates, financing statements, continuation statements, releases, satisfactions, assignments, loan modification agreements, loan assumption agreements, subordination agreements, property adjustment agreements, non-disturbance and attornment agreements, leasing agreements, management agreements, listing agreements, purchase and sale agreements, and other instruments pertaining to Mortgages or Deeds of Trust, and execution of deeds and associated instruments, if any, conveying the Properties, in the interest of the Trustee.

5. Endorse on behalf of the undersigned all checks, drafts and/or other negotiable instruments made payable to the undersigned and draw upon, replace, substitute, release or amend letters of credit as Property securing the Loans.

6. Such other actions and file such other instruments and certifications as are reasonably necessary to complete or accomplish the [Master] [Special] Servicer’s duties and responsibilities under the Agreement.

The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could do as of [date].

This appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.

The [Master] [Special] Servicer hereby agrees to indemnify and hold the Wells Fargo Bank, National Association, as Trustee, and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Trustee by reason or result of the misuse of this Limited Power of Attorney by the [Master] [Special] Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation or removal of Wells Fargo Bank, National Association, as Trustee, under the Agreement.

CC-2

IN WITNESS WHEREOF, Wells Fargo Bank, National Association, as Trustee has caused these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized signatory this ___ day of ___________, 2014.

NO CORPORATE SEAL

Wells Fargo Bank, National Association, as Trustee, for Deutsche Mortgage & Asset Receiving Corporation, COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates


		By:
Witness:			, Vice President

		By:
Witness:			, Vice President


Attest:	, Trust Officer

CC-3

CORPORATE ACKNOWLEDGMENT

State of Maryland

County of Howard

On this day of , 2014, before me, the undersigned, a Notary Public in and for said County and State, personally appeared , and , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed the within instrument as Vice President, Vice President and Trust Officer, respectively of Wells Fargo Bank, National Association, a national banking association, and acknowledged to me that such national banking association executed the within instrument pursuant to its by-laws or a resolution of its Board of Directors.

WITNESS my hand and official seal.

Signature: __________________________

My commission expires:

Document drafted by

Wells Fargo Bank, National Association,

as Trustee

CC-4

EXHIBIT DD

FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION

[Other Servicer]

[ADDRESS]

[Other Special Servicer]

[ADDRESS]

[Other Trustee]

[ADDRESS]

The trust fund formed in connection with the issuance of the COMM 20[__]-UBS[__] Mortgage Trust Commercial Mortgage Pass-Through Certificates (the “Trust Fund”) is the Note [__] Holder, as such term is defined under the Agreement between Noteholders, dated as of [__], between [__], as each of the [__] Holder and the [__] Holder (the “[__] Intercreditor Agreement”). In connection with the deposit of the Note [__] of the [__] Loan Combination into the Trust Fund, attached is an executed copy of the related pooling and servicing agreement (the “Pooling and Servicing Agreement”). This Notice is being delivered to you pursuant to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement or, if not defined therein, in the [__] Intercreditor Agreement. Contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder and the Rating Agencies are as set forth on Schedule I attached here.

The [__] Loan Combination is being serviced pursuant to the terms of a pooling and servicing agreement dated [_], between [__], as depositor, [__], as master servicer, [__], as special servicer, [__], as operating advisor, and [__], as certificate administrator and trustee (the “Other Pooling and Servicing Agreement”). [__], as certificate administrator for the registered holders of the Trust Fund, hereby directs the applicable parties to the Other Pooling and Servicing Agreement as follows:

(i) [__], as master servicer under the Other Pooling and Servicing Agreement, shall remit no later than one (1) Business Day after the Determination Date all amounts payable in accordance with the [__] Intercreditor Agreement and the Other Pooling and Servicing Agreement due to the Note [__] Holder of the [__] Loan Combination on such days as specified in the Other Pooling and Servicing Agreement to [__], as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached hereto in accordance with the terms of the Other Pooling and Servicing Agreement; and

(ii) [other Master Servicer] and [other Certificate Administrator], as applicable, shall forward, deliver or otherwise make available, as the case may be, all reports, statements, documents, communications and other information that are to be forwarded,

DD-1

delivered or otherwise made available to the holder of Note [__] of the [__] Loan Combination in accordance with the [__] Intercreditor Agreement and the Other Pooling and Servicing Agreement to [__], as master servicer of the Trust Fund, no later than one (1) Business Day after the Determination Date.

You are advised that the Trust is subject to Regulation AB and Exchange Act reporting. This notification serves as notice of request for delivery of all Exchange Act reporting items deliverable to us pursuant to the terms of the Other Pooling and Servicing Agreement.

Thank you for your attention to this matter.


	[__], as Certificate Administrator for the Holders of the [_] Pass-Through Certificates

	By:
		[Name]
		[Title]

DD-2

SCHEDULE I

TO FORM OF NOTICE FROM THE CERTIFICATE ADMINISTRATOR

REGARDING THE [[_]LOAN COMBINATION], [[_]LOAN COMBINATION] AND [[_]
LOAN COMBINATION]

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York, 10005

Attention: Helaine M. Kaplan

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager – COMM 2014-UBS6

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: Amy Doyle

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: Don Simon, Chief Operating Officer

Moody’s Investors Services, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella

DD-3

Kroll Bond Rating Agency, Inc.
845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Morningstar Credit Ratings, LLC

410 Horsham Road, Suite A

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

DD-4

SCHEDULE II TO FORM OF NOTICE

FROM THE CERTIFICATE ADMINISTRATOR

REGARDING THE [[_]LOAN COMBINATION] AND [[_] LOAN COMBINATION]


	Account:	Collection Account

	Account #:	[______]

	Title:	KeyBank National Association, as master servicer, on behalf of Wells Fargo Bank, National Association, as Trustee, in trust for Holders of COMM 2014-UBS6 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Collection Account

	Location:	[___]

DD-5

EXHIBIT EE

FORM OF SERVICED COMPANION LOAN NOTEHOLDER CERTIFICATION

[Date]

KeyBank National Association, as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Diane Haislip

Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Client Manager – COMM 2014-UBS6

Re:

COMM 2014-UBS6 Mortgage Trust – Companion Loan

In accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement (the “Agreement”), dated as of December 1, 2014, between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian, with respect to any Companion Loan (as defined in the Agreement), the undersigned hereby certifies and agrees as follows:

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

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

EE-1

registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

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

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

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

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


	[Companion Loan Noteholder]

	By:
		Title:
		Company:
		Phone:

EE-2

EXHIBIT FF

FORM OF NOTICE OF EXCHANGE OF THE EXCHANGEABLE CERTIFICATES

[Date]

[Certificateholder Letterhead]

Wells Fargo Bank, National Association

Sixth Street & Marquette Avenue

Minneapolis, Minnesota 55479-0113

Attention: COMM 2014-UBS6

Deutsche Mortgage & Asset Receiving Corporation

60 Wall Street

New York, New York 10005

Attention: Helaine M. Kaplan

Re:

Deutsche Mortgage & Asset Receiving Corporation, Commercial Mortgage Pass-Through Certificates, COMM 2014-UBS6
Mortgage Trust

Ladies and Gentlemen:

Pursuant to the terms of the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into and executed in connection with the above referenced transaction, we hereby (i) certify that as of the date above, the undersigned is the beneficial owner of the Exchangeable Certificates described on the attached Schedule I, is duly authorized to deliver this notice to the Certificate Administrator and that such power has not been granted or assigned to any other Person and the Certificate Administrator may conclusively rely upon this notice and (ii) give notice of our intent to present and surrender the Exchangeable Certificates specified on Schedule I attached hereto and all of our right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after [_____________], in exchange for the corresponding Exchangeable Certificates specified on Schedule I attached hereto. We propose an Exchange Date of [______].

We agree that upon such exchange, our interests in the portions of the Exchangeable Certificates surrendered in exchange shall be reduced and our interest in the portion of the Exchangeable Certificate received in such exchange shall be increased.

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

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

FF-1

Sincerely,

[_____________]

By:
	Name:
	Title:

[Medallion Stamp Guarantee]

FF-2

Schedule I to Exhibit FF


Exchangeable Certificates to be Surrendered			Exchangeable Certificates to be Received
CUSIP	Outstanding Certificate Balance	Initial Certificate Balance	CUSIP

FF-3

EXHIBIT GG

FORM OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN

To:

Moody’s Investors Services, Inc.

7 World Trade Center

New York, New York 10007

Attention: Commercial Mortgage Surveillance Group

Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Michael Giordanella

Kroll Bond Rating Agency, Inc.

845 Third Avenue, 4th Floor

New York, New York 10022

Attention: CMBS Surveillance

Morningstar Credit Ratings, LLC

410 Horsham Road, Suite A

Horsham, Pennsylvania 19044

Attention: CMBS Surveillance

From:

KeyBank National Association, in its capacity as Master Servicer under the Pooling and Servicing Agreement, dated as of December 1, 2014 (the “Pooling and Servicing Agreement”), entered into between Deutsche Mortgage & Asset Receiving Corporation, as depositor, KeyBank National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Pentalpha Surveillance LLC, as operating advisor, and Wells Fargo Bank, National Association, as trustee, certificate administrator, paying agent and custodian

Date:

_________, 20___

Re:

Commercial Mortgage Pass-Through Certificates, COMM 2014-UBS6

	Mortgage Loan (the “Mortgage Loan”) identified by loan number _____ on the Mortgage Loan Schedule attached to the Pooling and Servicing Agreement and heretofore secured by the Mortgaged Properties identified on the Mortgage Loan Schedule by the following _______________
	names:

GG-1

Reference is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.

As Servicer under the Pooling and Servicing Agreement, we hereby:

(a) Notify you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type checked below:

____ a full defeasance of the entire principal balance of the Mortgage Loan; or

____ a partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of $____________ or _______% of the entire principal balance of the Mortgage Loan;

(b) Certify that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on the Mortgage Loan or the defeasance transaction:

(i) The Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in all material respects in completing the defeasance.

(ii) The defeasance was consummated on __________, 20__.

(iii) The defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16) of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) if they include a principal obligation, the principal due at maturity cannot vary or change, and (iii) are not subject to prepayment, call or early redemption.

(iv) The Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard) that the defeasance will not result in an Adverse REMIC Event.

(v) The Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that is subject to restrictions in its organizational documents substantially similar to those contained in the organizational documents of the original borrower with respect to bankruptcy remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance collateral and real property securing Mortgage Loans included in the pool.

(vi) The defeasance documents require the crediting of the defeasance collateral to an Eligible Account in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary and has been pledged to the Trustee on behalf of the Trust.

GG-2

(vii) The agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of the defeasance collateral directly to the Master Servicer’s collection account in the amounts and on the dates specified in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the “Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv) permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance Obligor.

(viii) The Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date), (ii) the revenues received in any month from the defeasance collateral will be applied to make Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.

(ix) The Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Statement to Certificateholders received by us (the “Current Report”).

(x) The Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance are enforceable in accordance with their respective terms.

GG-3

(c) Certify that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor, and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.

(d) Certify that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute a Servicing Officer as of the date of the defeasance described above.

(e) Agree to provide copies of all items listed in Exhibit B to you upon request.

GG-4

IN WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


	[____________]

	By:
		Name:
		Title:

GG-5

SCHEDULE I

DIRECTING HOLDERS

Mortgage Loan	Directing Holder	Contact Information
All Mortgage Loans	DoubleLine Capital LP	DoubleLine Capital LP 333 S. Grand Avenue, 18th Floor Los Angeles, CA 90071 Attention: CMBS Group Email: CMBS-B@doubleline.com

Sch. I-1

SCHEDULE II

SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

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

Relevant Servicing Criteria		Applicable Party(ies)
Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Cert. Admin. Master Servicer Special Servicer
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer Special Servicer
	Cash Collection and Administration
1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	Master Servicer Special Servicer
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Cert. Admin.
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee Master Servicer Special Servicer

Sch. II-1

	Relevant Servicing Criteria				Applicable Party(ies)
	Reference		Criteria

1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Cert. Admin. Master Servicer Special Servicer
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Cert. Admin. Master Servicer Special Servicer
	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Master Servicer.	Cert. Admin. Operating Adv. (excluding clauses (C) and (D) in the case of the Operating Adv.)

Sch. II-2

	Relevant Servicing Criteria				Applicable Party(ies)
	Reference		Criteria

1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Cert. Admin.
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s investor records, or such other number of days specified in the transaction agreements.	Cert. Admin.
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert. Admin.
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian Master Servicer Special Servicer
1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	Custodian
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	Master Servicer Special Servicer
1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer Special Servicer

Sch. II-3

	Relevant Servicing Criteria				Applicable Party(ies)
	Reference		Criteria

1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer Operating Adv.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer Special Servicer
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer
1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer

Sch. II-4

	Relevant Servicing Criteria				Applicable Party(ies)
	Reference		Criteria

1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A

Sch. II-5

SCHEDULE III

CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

Period	Balance ($)	Period	Balance ($)	Period	Balance ($)

Initial Balance	97,350,000.00	39	97,350,000.00	78	67,890,975.63
1	97,350,000.00	40	97,350,000.00	79	66,142,208.86
2	97,350,000.00	41	97,350,000.00	80	64,502,234.60
3	97,350,000.00	42	97,350,000.00	81	62,818,765.50
4	97,350,000.00	43	97,350,000.00	82	61,090,949.17
5	97,350,000.00	44	97,350,000.00	83	59,468,389.05
6	97,350,000.00	45	97,350,000.00	84	57,727,865.28
7	97,350,000.00	46	97,350,000.00	85	56,092,124.15
8	97,350,000.00	47	97,350,000.00	86	54,449,971.29
9	97,350,000.00	48	97,350,000.00	87	52,468,473.74
10	97,350,000.00	49	97,350,000.00	88	50,812,120.50
11	97,350,000.00	50	97,350,000.00	89	49,038,765.10
12	97,350,000.00	51	97,350,000.00	90	47,368,968.83
13	97,350,000.00	52	97,350,000.00	91	45,582,552.88
14	97,350,000.00	53	97,350,000.00	92	43,899,209.32
15	97,350,000.00	54	97,350,000.00	93	42,209,266.81
16	97,350,000.00	55	97,350,000.00	94	40,403,277.81
17	97,350,000.00	56	97,350,000.00	95	38,699,631.78
18	97,350,000.00	57	97,350,000.00	96	36,880,329.13
19	97,350,000.00	58	97,350,000.00	97	35,162,873.30
20	97,350,000.00	59	97,350,000.00	98	33,438,684.33
21	97,350,000.00	60	97,349,636.70	99	31,382,798.19
22	97,350,000.00	61	95,832,026.57	100	29,643,793.55
23	97,350,000.00	62	94,308,466.09	101	27,790,138.30
24	97,350,000.00	63	92,540,949.55	102	26,037,049.66
25	97,350,000.00	64	91,004,486.86	103	24,169,711.11
26	97,350,000.00	65	89,343,426.33	104	22,402,429.21
27	97,350,000.00	66	87,794,426.94	105	20,628,218.17
28	97,350,000.00	67	86,121,186.40	106	18,740,358.17
29	97,350,000.00	68	84,559,553.07	107	16,951,790.05
30	97,350,000.00	69	82,991,796.19	108	15,049,981.43
31	97,350,000.00	70	81,300,331.82	109	13,246,944.86
32	97,350,000.00	71	79,719,795.50	110	11,436,838.47
33	97,350,000.00	72	78,015,915.26	111	9,408,574.29
34	97,350,000.00	73	76,422,500.37	112	7,583,420.06
35	97,350,000.00	74	74,822,836.88	113	5,646,066.23
36	97,350,000.00	75	72,867,320.54	114	3,806,159.76
37	97,350,000.00	76	71,253,718.32	115	1,854,473.41
38	97,350,000.00	77	69,517,712.92	116 and after	0.00

Sch. III-1

SCHEDULE IV

ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this COMM 2014-UBS6 Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

	Item on Form 10-D		Party Responsible
	Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included on the Distribution Date Statement		● Each Master Servicer (only with respect to 1121(a)(12) as to non Specially Serviced Loans) ● Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans) ● Depositor ● Certificate Administrator ● Each Mortgage Loan Seller (only with respect to 1121(c)(2))
	Item 2: Legal Proceedings: Item 1117 of Regulation AB (to the extent material to Certificateholders)		● Master Servicer (as to itself) ● Special Servicer (as to itself) ● Trustee (as to itself) ● Certificate Administrator (as to itself) ● Depositor (as to itself) ● Any other Reporting Servicer (as to itself) ● Trustee/Certificate Administrator/Master

Sch. IV-1

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

Sch. IV-2

SCHEDULE V

ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this COMM 2014-UBS6 Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

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

Sch. V-1

	Additional Item: Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)		● Master Servicer (as to itself) ● Special Servicer (as to itself) ● Certificate Administrator (as to itself) ● Trustee (as to itself) ● Depositor (as to itself) ● Operating Advisor (as to itself) ● Any other Reporting Servicer (as to itself) ● Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust ● Each Mortgage Loan Seller ● Originators under Item 1110 of Regulation AB (to be provided by the Depositor) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)
	Additional Item: Disclosure per Item 1119 of Regulation AB		● Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item 1108(a)(3)) ● Certificate Administrator (as to itself) (to the extent material to Certificateholders) ● Trustee (as to itself) (to the extent material to Certificateholders) ● Depositor (as to itself) ● Depositor (as to the Trust) ● Each Mortgage Loan Seller ● Operating Advisor (as to itself) ● Originators under Item 1110 of Regulation AB (to be provided by the Depositor) ● Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

Sch. V-2

	Additional Item: Disclosure per Item 1112(b) of Regulation AB		Master Servicer
	Additional Item: Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB		N/A

Sch. V-3

SCHEDULE VI

FORM 8-K DISCLOSURE INFORMATION

The parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 of the Pooling and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus Supplement (other than information with respect to itself that is set forth in or omitted from the Prospectus Supplement), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus Supplement. For this COMM 2014-UBS6 Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Prospectus Supplement.

	Item on Form 8-K		Party Responsible
	Item 1.01- Entry into a Material Definitive Agreement Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party. Examples: servicing agreement, custodial agreement. Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus		● Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
	Item 1.02- Termination of a Material Definitive Agreement Disclosure is required regarding termination of any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is		● Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)

Sch. VI-1

Item on Form 8-K

Party Responsible

	not a party. Examples: servicing agreement, custodial agreement.
	Item 1.03- Bankruptcy or Receivership		● Depositor ● Each Mortgage Loan Seller
	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule. Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.		● Depositor ● Certificate Administrator
	Item 3.03- Material Modification to Rights of Security Holders Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.		● Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year Disclosure is required of any amendment “to the governing documents of the issuing entity”.		● Depositor
	Item 6.01- ABS Informational and Computational Material		● Depositor
	Item 6.02- Change of Servicer or Trustee Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.		● Master Servicer (as to itself or a servicer retained by it) ● Special Servicer (as to itself or a servicer retained by it) ● Certificate Administrator (as to itself or an entity retained by it) ● Trustee ● Depositor
	Reg AB disclosure about any new servicer or master servicer is also required.		● Master Servicer or Special Servicer, as applicable
	Reg AB disclosure about any new Trustee is also		● Trustee

Sch. VI-2

Item on Form 8-K

Party Responsible

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

Sch. VI-3

SCHEDULE VII

INITIAL SERVICED COMPANION LOAN NOTEHOLDERS

Serviced Companion Loan	Initial Noteholders	Address
Myrtle Beach Marriot Resort & Spa	Wilmington Trust, National Association, as Trustee for COMM 2014-CCRE20 (Note A1-2 Holder)	Wilmington Trust, National Association 1100 North Market Street Wilmington, Delaware 19890 Attention: COMM 2014-CCRE20
	Wilmington Trust, National Association, as Trustee for COMM 2014-LC17 (Note A-2 Holder)	Wilmington Trust, National Association 1100 North Market Street Wilmington, Delaware 19890 Attention: COMM 2014-LC17

Sch. VII-1

SCHEDULE VIII

CONTACT INFORMATION FOR THE OTHER 17G-5 INFORMATION PROVIDER

Other 17g-5 Information Provider	Transaction	Contact Information
Wells Fargo Bank, National Association	COMM 2014-CCRE20 Mortgage Trust Commercial Mortgage Pass-through Certificates	17g5informationprovider@wellsfargo.com (in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically with a subject reference of “COMM 2014-CCRE20” and an identification of the type of information being provided in the body of such electronic mail)
Wells Fargo Bank, National Association	COMM 2014-LC17 Mortgage Trust Commercial Mortgage Pass-through Certificates	17g5informationprovider@wellsfargo.com (in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, specifically with a subject reference of “COMM 2014-LC17” and an identification of the type of information being provided in the body of such electronic mail)

Sch. VIII-1


		Page

ARTICLE I

DEFINITIONS

Section 1.01	Defined Terms	3
Section 1.02	Certain Calculations	101
Section 1.03	Certain Constructions	105
Section 1.04	Certain Matters Relating to the Non-Serviced Mortgage Loan	106

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of Mortgage Loans; Assignment of Mortgage Loan Purchase Agreements	106
Section 2.02	Acceptance by Custodian and the Trustee	115
Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans	117
Section 2.04	Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	126
Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	133
Section 2.06	Miscellaneous REMIC and Grantor Trust Provisions	134

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01	The Master Servicer To Act as Master Servicer; Special Servicer To Act as Special Servicer; Administration of the Mortgage Loans and the Serviced Companion Loans	135
Section 3.02	Liability of the Master Servicer and the Special Servicer When Sub-Servicing	141
Section 3.03	Collection of Mortgage Loan and Serviced Companion Loan Payments	141
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	142
Section 3.05	Collection Accounts; Excess Liquidation Proceeds Account; Distribution Accounts; Interest Reserve Account and Serviced Loan Combination Collection Accounts	145

Section 3.06	Permitted Withdrawals from the Collection Accounts, the Serviced Loan Combination Collection Accounts and the Distribution Accounts; Trust Ledger	153
Section 3.07	Investment of Funds in the Collection Accounts, the Serviced Loan Combination Collection Accounts, the Distribution Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	173
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	175
Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	180
Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loans	186
Section 3.11	Custodian to Cooperate; Release of Mortgage Files	192
Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation; CCRE Strips	193
Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	200
Section 3.14	Access to Certain Documentation	206
Section 3.15	Title and Management of REO Properties and REO Accounts	214
Section 3.16	Sale of Specially Serviced Loans and REO Properties	219
Section 3.17	Additional Obligations of the Master Servicer and the Special Servicer; Inspections	224
Section 3.18	Authenticating Agent	226
Section 3.19	Appointment of Custodians	227
Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	228
Section 3.21	Property Advances	228
Section 3.22	Appointment and Replacement of Special Servicer	232
Section 3.23	Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report	237
Section 3.24	Special Instructions for the Master Servicer and/or Special Servicer	242
Section 3.25	Certain Rights and Obligations of the Master Servicer and/or the Special Servicer	244
Section 3.26	Modification, Waiver, Amendment and Consents	245
Section 3.27	Certain Intercreditor Matters Relating to the Serviced Loan Combinations	251
Section 3.28	Directing Holder Contact with the Master Servicer and the Special Servicer	255
Section 3.29	Controlling Class Certificateholders and the Controlling Class Representative; Certain Rights and Powers of the Directing Holder	255
Section 3.30	No Downgrade Confirmation	258
Section 3.31	Appointment and Duties of the Operating Advisor	261
Section 3.32	[Reserved]	265
Section 3.33	Certain Matters with Respect to Joint Mortgage Loans	265

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	269
Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	284
Section 4.03	Compliance with Withholding Requirements	294
Section 4.04	REMIC Compliance	294
Section 4.05	Imposition of Tax on the Trust Fund	297
Section 4.06	Remittances	298
Section 4.07	P&I Advances	298
Section 4.08	Appraisal Reductions	305
Section 4.09	Grantor Trust Reporting	307

ARTICLE V

THE CERTIFICATES

Section 5.01	The Certificates	308
Section 5.02	Registration, Transfer and Exchange of Certificates	313
Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	323
Section 5.04	Appointment of Paying Agent	323
Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	324
Section 5.06	Actions of Certificateholders	324
Section 5.07	Rule 144A Information	325
Section 5.08	Exchanges of Exchangeable Certificates	325

ARTICLE VI
THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER AND THE OPERATING ADVISOR

Section 6.01	Liability of the Depositor, the Master Servicer, the Special Servicer and the Operating Advisor	327
Section 6.02	Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor or the Operating Advisor	327
Section 6.03	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and Others	328
Section 6.04	Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor	330
Section 6.05	Rights of the Depositor and the Trustee in Respect of the Master
	Servicer and the Special Servicer	332
Section 6.06	The Master Servicer or Special Servicer as Owners of a Certificate	333
Section 6.07	The Directing Holder	334
Section 6.08	Rights of Non-Directing Holders	337

ARTICLE VII

SERVICER AND OPERATING ADVISOR TERMINATION

Section 7.01	Servicer Termination Events	338
Section 7.02	Trustee to Act; Appointment of Successor	346
Section 7.03	Notification to Certificateholders and Other Persons	347
Section 7.04	Other Remedies of Trustee	348
Section 7.05	Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	348
Section 7.06	Trustee as Maker of Advances	349
Section 7.07	Termination of the Operating Advisor	349

ARTICLE VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of Trustee and Certificate Administrator	352
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	355
Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans	357
Section 8.04	Trustee and Certificate Administrator May Own Certificates	359
Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	359
Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	361
Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	362
Section 8.08	Successor Trustee and Certificate Administrator	364
Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	365
Section 8.10	Appointment of Co-Trustee or Separate Trustee	365

ARTICLE IX

TERMINATION

Section 9.01	Termination.	367

ARTICLE X

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 10.01	Intent of the Parties; Reasonableness	372
Section 10.02	Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion Loan	373
Section 10.03	Information to be Provided by the Master Servicer and the Special Servicer	375
Section 10.04	Information to be Provided by the Trustee	376

Section 10.05	Filing Obligations	376
Section 10.06	Form 10-D Filings	377
Section 10.07	Form 10-K Filings	380
Section 10.08	Sarbanes-Oxley Certification	383
Section 10.09	Form 8-K Filings	384
Section 10.10	Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports	386
Section 10.11	Annual Compliance Statements	387
Section 10.12	Annual Reports on Assessment of Compliance with Servicing Criteria	388
Section 10.13	Annual Independent Public Accountants’ Servicing Report	390
Section 10.14	Exchange Act Reporting Indemnification	391
Section 10.15	Amendments	394
Section 10.16	Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods	394
Section 10.17	Termination of the Certificate Administrator	396

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01	Counterparts	396
Section 11.02	Limitation on Rights of Certificateholders	396
Section 11.03	Governing Law	397
Section 11.04	Waiver of Jury Trial; Consent to Jurisdiction	397
Section 11.05	Notices	398
Section 11.06	Severability of Provisions	405
Section 11.07	Notice to the Depositor and Each Rating Agency	405
Section 11.08	Amendment	408
Section 11.09	Confirmation of Intent	411
Section 11.10	No Intended Third-Party Beneficiaries	412
Section 11.11	Entire Agreement	412
Section 11.12	Third Party Beneficiaries	412
Section 11.13	Precautionary Trust Indenture Act Provisions	413
Section 11.14	PNC Bank, National Association	413

TABLE OF EXHIBITS
Exhibit A-1	Form of Class A-1 Certificate
Exhibit A-2	Form of Class A-2 Certificate
Exhibit A-3	Form of Class A-3 Certificate
Exhibit A-4	Form of Class A-SB Certificate
Exhibit A-5	Form of Class A-4 Certificate
Exhibit A-6	Form of Class A-5 Certificate
Exhibit A-7	Form of Class A-M Certificate
Exhibit A-8	Form of Class B Certificate
Exhibit A-9	Form of Class C Certificate
Exhibit A-10	Form of Class PEZ Certificate
Exhibit A-11	Form of Class D Certificate
Exhibit A-12	Form of Class E Certificate
Exhibit A-13	Form of Class F Certificate
Exhibit A-14	Form of Class G Certificate
Exhibit A-15	Form of Class H Certificate
Exhibit A-16	Form of Class X-A Certificate
Exhibit A-17	Form of Class X-B Certificate
Exhibit A-18	Form of Class X-C Certificate
Exhibit A-19	Form of Class X-D Certificate
Exhibit A-20	Form of Class X-E Certificate
Exhibit A-21	Form of Class V Certificate
Exhibit A-22	Form of Class R Certificate
Exhibit A-23	Form of Class LR Certificate
Exhibit B	Mortgage Loan Schedule
Exhibit C-1	Form of Transferee Affidavit
Exhibit C-2	Form of Transferor Letter
Exhibit D-1	Form of Investment Representation Letter
Exhibit D-2	Form of ERISA Representation Letter
Exhibit E	Form of Request for Release
Exhibit F	Securities Legend
Exhibit G	Form of Regulation S Transfer Certificate
Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate during the Restricted Period
Exhibit K	Form of Distribution Date Statement
Exhibit L-1	Form of Investor Certification
Exhibit L-2	Form of Financial Market Publisher Certification
Exhibit M	Form of Notification from Custodian
Exhibit N-1	Form of Closing Date Custodian Certification
Exhibit N-2	Form of Post-Closing Custodian Certification
Exhibit O	Form of Trustee Backup Certification

Corresponding Certificates	Initial Certificate Balance or Notional Amount			Corresponding Lower-Tier Regular Interests(1)	Initial Lower-Tier Principal Balance		Corresponding Class X Components(1)
Class A-1	$	57,028,000		LA-1	$	57,028,000	XA-1
Class A-2	$	102,973,000		LA-2	$	102,973,000	XA-2
Class A-3	$	22,897,000		LA-3	$	22,897,000	XA-3
Class A-SB	$	97,350,000		LA-SB	$	97,350,000	XA-SB
Class A-4	$	275,000,000		LA-4	$	275,000,000	XA-4
Class A-5	$	337,653,000		LA-5	$	337,653,000	XA-5
Class X-A	$	990,164,000	(2)	N/A		N/A	N/A
Class X-B	$	122,774,000	(2)	N/A		N/A	N/A
Class X-C	$	60,589,000	(2)	N/A		N/A	N/A
Class X-D	$	33,484,000	(2)	N/A		N/A	N/A
Class X-E	$	68,562,796	(2)	N/A		N/A	N/A
Class A-M(3)	$	97,263,000		N/A		N/A	N/A
Class A-M Regular Interest	$	97,263,000		LA-M	$	97,263,000	XA-M
Class B(4)	$	57,400,000		N/A		N/A	N/A
Class B Regular Interest	$	57,400,000		LB	$	57,400,000	XB
Class PEZ(5)	$	220,037,000		N/A		N/A	N/A
Class C(6)	$	65,374,000		N/A		N/A	N/A
Class C Regular Interest	$	65,374,000		LC	$	65,374,000	XC
Class D	$	60,589,000		LD	$	60,589,000	XD
Class E	$	12,756,000		LE	$	12,756,000	XE
Class F	$	20,728,000		LF	$	20,728,000	XF
Class G	$	28,701,000		LG	$	28,701,000	XG
Class H	$	39,861,796		LH	$	39,861,796	XH

Class		Pass-Through Rate
Class A-1		Class A-1 Pass-Through Rate
Class A-2		Class A-2 Pass-Through Rate
Class A-3		Class A-3 Pass-Through Rate
Class A-SB		Class A-SB Pass-Through Rate
Class A-4		Class A-4 Pass-Through Rate
Class A-5		Class A-5 Pass-Through Rate
Class A-M		Class A-M Pass-Through Rate
Class X-A		Class X-A Pass-Through Rate
Class X-B		Class X-B Pass-Through Rate
Class X-C		Class X-C Pass-Through Rate
Class X-D		Class X-D Pass-Through Rate
Class X-E		Class X-E Pass-Through Rate
Class B		Class B Pass-Through Rate
Class C		Class C Pass-Through Rate
Class D		Class D Pass-Through Rate
Class E		Class E Pass-Through Rate
Class F		Class F Pass-Through Rate
Class G		Class G Pass-Through Rate
Class H		Class H Pass-Through Rate

Class	Minimum Denomination		Aggregate Denomination of all Certificates of Class
A-1	$	10,000	$	57,028,000
A-2	$	10,000	$	102,973,000
A-3	$	10,000	$	22,897,000
A-SB	$	10,000	$	97,350,000
A-4	$	10,000	$	275,000,000
A-5	$	10,000	$	337,653,000
X-A	$	100,000	$	990,164,000
A-M	$	10,000	$	97,263,000	(1)
B	$	10,000	$	57,400,000	(1)
PEZ		(2)	$	220,037,000	(1)
C	$	10,000	$	65,374,000	(1)
X-B	$	100,000	$	122,774,000
X-C	$	100,000	$	60,589,000
X-D	$	100,000	$	33,484,000
X-E	$	100,000	$	68,562,796
D	$	10,000	$	60,589,000
E	$	10,000	$	12,756,000
F	$	10,000	$	20,728,000
G	$	10,000	$	28,701,000
H	$	10,000	$	39,861,796

	DEUTSCHE MORTGAGE & ASSET
		RECEIVING CORPORATION,
		as Depositor

	By:	/s/ Helaine Kaplan
		Name: Helaine Kaplan
		Title: President

	By:	/s/ Natalie Grainger
		Name: Natalie Grainger
		Title: Vice President

	KEYBANK NATIONAL ASSOCIATION,
		as Master Servicer

	By:	/s/ Diane Haislip
		Name: Diane Haislip
		Title: Senior Vice President

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

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

	WELLS FARGO BANK, NATIONAL
		ASSOCIATION,
		as Trustee

	By:	/s/ Stacey Gross
		Name: Stacey Gross
		Title: Vice President

	WELLS FARGO BANK, NATIONAL
		ASSOCIATION,
		as Certificate Administrator, Paying Agent and Custodian

	By:	/s/ Stacey Gross
		Name: Stacey Gross
		Title: Vice President

	PENTALPA SURVEILLANCE LLC,
		as Operating Advisor

	By:	/s/ James Callahan
		Name: James Callahan
		Title: Executive Director and Solely as an Authorized Signatory

	/s/ Christine L. Last
	Signature and Office of individual taking acknowledgment

	Christine L. Last Notary Public - State of New York NO. 01LA6274862 Qualified in New York County My Commission Expires January 14, 2017

Name:	Sidley Austin LLP
Address:	787 Seventh Avenue New York, New York

	/s/ Janna Oliver
	Signature and Office of individual taking acknowledgment

	Janna Oliver Notary Public - State of Kansas My Appt. Expires June 24, 2016

	/s/ Brent Kinder
	Signature and Office of individual taking acknowledgment

	Brent Kinder Notary Public - State of Kansas My Appt. Exp. January 30, 2018

	/s/ Amy Martin
	Signature and Office of individual taking acknowledgment

	Amy Martin Notary Public Anne Arundel County Maryland My Commission Expires 2-22-2017

	/s/ Melonie S. Williams
	Signature and Office of individual taking acknowledgment

	Melonie S. Williams Notary Public Connecticut My Commission Expires July 31, 2019