Attached files

file filename
EX-31 - UBS-Barclays Commercial Mortgage Trust 2012-C2exhibit31.htm
EX-35 - 354 - UBS-Barclays Commercial Mortgage Trust 2012-C2exhibt354.htm
EX-35 - 353 - UBS-Barclays Commercial Mortgage Trust 2012-C2USBankEx353.htm
EX-33 - 334 - UBS-Barclays Commercial Mortgage Trust 2012-C2USBankEx334.htm
EX-34 - 344 - UBS-Barclays Commercial Mortgage Trust 2012-C2USBankEx344.htm
EX-35 - 351 - UBS-Barclays Commercial Mortgage Trust 2012-C2WellsfargoMSEx351.htm
EX-33 - 335 - UBS-Barclays Commercial Mortgage Trust 2012-C2CorelogicIncEx335.htm
EX-34 - 345 - UBS-Barclays Commercial Mortgage Trust 2012-C2CorelogicIncEx345.htm
EX-34 - 341 - UBS-Barclays Commercial Mortgage Trust 2012-C2WellsfargoMSEx341.htm
EX-33 - 333 - UBS-Barclays Commercial Mortgage Trust 2012-C2PentalphaOperating333.htm
EX-34 - 343 - UBS-Barclays Commercial Mortgage Trust 2012-C2PentalphaOperating343.htm
EX-34 - 342 - UBS-Barclays Commercial Mortgage Trust 2012-C2CWCapitalAssetMgmtEx342.htm
EX-35 - 352 - UBS-Barclays Commercial Mortgage Trust 2012-C2CWCapitalAssetMgmtEx352.htm
EX-33 - 332 - UBS-Barclays Commercial Mortgage Trust 2012-C2CWCapitalAssetMgmtEx332.htm
EX-34 - 347 - UBS-Barclays Commercial Mortgage Trust 2012-C2NewmarkRealityCapital347.htm
EX-33 - 337 - UBS-Barclays Commercial Mortgage Trust 2012-C2NewmarkRealityCapital337.htm
EX-34 - 346 - UBS-Barclays Commercial Mortgage Trust 2012-C2NationalTaxSearchLlcEx346.htm
EX-33 - 336 - UBS-Barclays Commercial Mortgage Trust 2012-C2NationalTaxSearchLlcEx336.htm
EX-33 - 331 - UBS-Barclays Commercial Mortgage Trust 2012-C2WellsfargoMSEx331.htm

trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following, with respect to
UBS Real Estate Securities Inc ("UBSRES"), the Sponsor and a mortgage loan seller:

In February 2012, Assured Guaranty filed suit against UBSRES in New York State Court
asserting claims for breach of contract and declaratory relief based on UBSRES' alleged failure to
repurchase allegedly defective mortgage loans with an original principal balance of at least $997
million that serve as collateral for residential mortgage-backed securities sponsored by the
company and insured in part by Assured Guaranty. Assured Guaranty also claims that UBSRES
breached representations and warranties concerning the mortgage loans and breached certain
obligations under commitment letters. Assured Guaranty seeks unspecified damages that
include payments on current and future claims made under Assured Guaranty insurance policies
totaling approximately $308 million at the time of the filing of the complaint, as well as
compensatory and consequential losses, fees, expenses and pre-judgment interest. The case
was removed to federal court, and in August 2012, the Court granted UBSRES' motion to dismiss
Assured Guaranty's claims for breach of UBSRES' contractual repurchase obligations, holding
that only the trustee for the securitization trust has the contractual right to enforce those
obligations. The Court also granted UBSRES' motion to dismiss Assured Guaranty's claims for
declaratory relief. The Court denied UBSRES' motion to dismiss Assured Guaranty's claims for
breach of representation and warranty and breach of the commitment letters. The case is now in
discovery. In October 2012, following the Court's holding that only the trustee may assert claims
seeking to enforce UBSRES' repurchase obligations, the residential mortgage-backed securities
trusts at issue in the Assured Guaranty litigation filed a related action in the Southern District of
New York seeking to enforce UBSRES' obligation to repurchase loans with an original principal
balance of approximately $2 billion for which Assured Guaranty had previously demanded
repurchase. UBS's motion to dismiss the suit filed by the trusts is pending. With respect to the portion of the loans
subject to this suit that were originated by
institutions still in existence, UBS will seek to enforce its indemnity rights against those

In April 2012, the Federal Housing Finance Agency, as conservator for Freddie Mac,
filed a notice and summons in New York Supreme Court initiating suit against UBSRES for
breach of contract and declaratory relief arising from alleged breaches of representations and
warranties in connection with certain mortgage loans and UBSRES' alleged failure to repurchase
such mortgage loans. The complaint for this suit was filed in September 2012 and seeks, among
other relief, specific performance of UBSRES' alleged loan repurchase obligations for at least $94
million in original principal balance of loans for which Freddie Mac had previously demanded
repurchase; no damages are specified.
UBSRES, or its predecessor, Paine Webber Real Estate Securities, Inc., have been named as defendants, along with
numerous other entities, in five purported class action lawsuits pending in Missouri. Plaintiffs in each case are
individuals who entered into second mortgages with various second mortgage originators. Plaintiffs seek to
represent state-wide classes in Missouri and assert violations of Missouri's Second Mortgage Loan Act. The relief
sought by Plaintiffs includes a refund of fees charged and interest paid in connection with their loans, relief from
making future payments of interest and principal, punitive damages and attorneys' fees. The five cases pending
against UBS in Missouri are: Baker v. Century Financial Group, Inc., CV100-4294 CC (Clay County, Liberty);
Beaver v. U.S. Bank Trust National Association, 03-CV-213643 (Jackson County, Independence); Gilmor v.
Preferred Credit Corporation, CV100-4263 CC (Clay County, Liberty); Thomas v. U.S. Bank, N.A., N.D., 5:11-cv-
06013 (W.D. MO., Western Division); and Mayo v. GMAC Mortgage, LLC, et al., 4:08-CV-568 (W.D. MO.,
Western Division).

UBSRES does not hold, and never held, any of the second mortgage loans at issue in the Baker or Gilmor cases.
Regarding the Beaver case, the Court has certified the case as a class action. With respect to the Thomas case, the
case was remanded to Missouri state court in August 2009 after having been removed to federal district court in
2004. Plaintiffs filed an amended complaint in January 2011, adding a new defendant, and the case was thereafter
removed to federal court. In September 2012, the Court granted plaintiffs leave to amend the complaint. On
January 11, 2013, UBS re-filed its motion to dismiss for lack of standing and on March 12, 2013, plaintiffs filed
their response. UBS will be filing a reply in support of its motion to dismiss on April 12, 2013. The Mayo case was
settled on March 20, 2013.

UBSRES, along with certain affiliates, is named as a defendant in ten lawsuits brought by
purchasers of residential mortgage-backed securities (RMBS) asserting claims under federal securities
law or under state securities and/or state common law based on alleged misrepresentations or
omissions in offering documents for approximately $10.4 billion in original face amount of
residential mortgage-backed securities underwritten and issued by affiliates. These lawsuits
include a putative class action filed in federal court in New Jersey asserting violations of the
federal securities laws against various UBS entities, including UBSRES, in connection with
$2.6 billion in original face amount of UBS-sponsored RMBS. The suit was dismissed with
prejudice on statute of limitations grounds in July 2012. The named plaintiff has appealed the dismissal and the
appeal remains pending.

UBSRES also has tolling agreements with certain institutional purchasers of RMBS concerning their potential
claims related to purchases of RMBS sponsored by UBSRES.