UBS-Barclays Commercial Mortgage Trust 2012-C2, Commercial Mortgage Pass- Through Certificates, Series 2012-C2 UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2012 • UBS-Barclays Commercial Mortgage Trust 2012-C2 • Asset-backed securities • New York
immediately available funds pursuant to four separate mortgage loan purchase agreements, each agreement to be dated as of July 17, 2012 between the Company and the applicable Loan Seller (collectively, the “Mortgage Loan Purchase Agreements”). Two separate real estate mortgage investment conduit (“REMIC”) elections will be made with respect to the Trust Fund for federal income tax purposes. The Trust Fund is to be created and the Certificates are to be issued pursuant to a pooling and servicing agreement, dated as of July 1, 2012 (the “Pooling and Servicing Agreement”), by and among the Company, as depositor, Wells Fargo Bank, National Association, as master servicer (the “Master Servicer”), CWCapital Asset Management LLC, as special servicer (the “Special Servicer”), Pentalpha Surveillance LLC, as operating advisor (the “Operating Advisor”) and U.S. Bank National Association, as trustee, certificate administrator, custodian and paying agent (the “Trustee” and, together with the Master
