UBS-Barclays Commercial Mortgage Trust 2012-C4, Commercial Mortgage Pass- Through Certificates, Series 2012-C4 UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2012 • UBS-Barclays Commercial Mortgage Trust 2012-C4 • Asset-backed securities • New York
mortgage loan purchase agreements, each agreement to be dated December 20, 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 December 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”), Rialto Capital Advisors, LLC, as special servicer (the “Special Servicer”), Trimont Real Estate Advisors, Inc., 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 Servicer, the Special Servicer and the Opera
