FWP 1 fwp.htm FREE WRITING PROSPECTUS Unassociated Document
 
 
   
FREE WRITING PROSPECTUS
   
FILED PURSUANT TO RULE 433
   
REGISTRATION FILE NO.: 333-177354-02
     
     
 
 
FREE WRITING PROSPECTUS
STRUCTURAL AND COLLATERAL TERM SHEET
 
 
(ubs investment bank logo)
(barclays logo)
   
   
UBS-B 2012-C2
   
         
         
   
$1,216,054,149
   
   
(Approximate Total Mortgage Pool Balance)
   
         
   
$851,237,000
   
   
(Approximate Publicly Offered Certificate Balance)
   
         
         
   
UBS-Barclays Commercial Mortgage Trust 2012-C2
Issuing Entity
   
         
   
UBS Commercial Mortgage Securitization Corp.
Depositor
   
         
   
UBS Real Estate Securities Inc.
Barclays Bank PLC
Archetype Mortgage Funding II LLC
KeyBank National Association
Sponsors and Mortgage Loan Sellers
   
               
     
June 25, 2012
     
               
 
UBS Investment Bank
Barclays
 
   
Co-Lead Managers and Joint Bookrunners
   
           
 
KeyBanc Capital Markets
Drexel Hamilton
BofA Merrill Lynch
 
         
   
Co-Managers
   
         
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The  offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the  offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
         
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
         
Any legends, disclaimers or other notices that may appear at the bottom of the email communication to which this free writing prospectus is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation being made that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
         
 
 
 

 

UBS-B 2012-C2
 
KEY FEATURES OF SECURITIZATION
 
Capitalized terms used but not defined in this term sheet have the respective meanings assigned to those terms in the other Free Writing Prospectus dated June 25, 2012 relating to the Offered Certificates (the “Free Writing Prospectus”).
 
Key Features:
 
Pooled Collateral Facts:
Co-Lead Managers & Joint
UBS Securities LLC
 
Initial Outstanding Pool Balance:
$1,216,054,149
Bookrunners:
Barclays Capital Inc.
 
Number of Mortgage Loans:
54
Co-Managers:
KeyBanc Capital Markets Inc.
 
Number of Mortgaged Properties:
83
 
Drexel Hamilton, LLC
 
Average Mortgage Loan Cut-off Date Balance:
$22,519,521
 
Merrill Lynch, Pierce, Fenner & Smith Incorporated
 
Average Mortgaged Property Cut-off Date Balance:
$14,651,255
Mortgage Loan Sellers:
UBS Real Estate Securities Inc. (“UBSRES”) (39.7%),
 
Weighted Avg Mortgage Loan U/W NCF DSCR:
1.53x
 
Barclays Bank PLC (37.5%), Archetype Mortgage
 
Range of Mortgage Loan U/W NCF DSCRs:
1.10x-2.35x
 
Funding II LLC (“AMF II”) (17.4%) and KeyBank
 
Weighted Avg Mortgage Loan Cut-off Date LTV:
66.2%
 
National Association (5.4%)
 
Range of Mortgage Loan Cut-off Date LTVs:
43.2%-75.0%
Master Servicer:
Wells Fargo Bank, National Association
 
Weighted Avg Mortgage Loan Maturity Date LTV:
56.1%
Operating Advisor:
Pentalpha Surveillance LLC
 
Range of Mortgage Loan Maturity Date LTVs:
35.9%-68.9%
Special Servicer:
CWCapital Asset Management LLC
 
Weighted Avg U/W NOI Debt Yield:
10.6%
Trustee:
U.S. Bank National Association
 
Range of U/W NOI Debt Yields:
4.1%-17.8%
Rating Agencies:
Fitch, Inc., Kroll Bond Rating Agency, Inc. and
 
Weighted Avg Mortgage Loan
 
 
Moody’s Investors Service, Inc.
 
Original Term to Maturity (months):
110
Determination Date:
The 6th day of each month, or if such 6th day is not a
 
Weighted Avg Mortgage Loan
 
 
business day, the following business day,
 
Remaining Term to Maturity (months):
109
 
commencing in August, 2012.
 
Weighted Avg Mortgage Loan Seasoning (months):
1
Distribution Date:
The 4th business day following the determination date
 
% Mortgage Loans with Amortization for Full Term:
70.4%
 
in each month, commencing in August, 2012.
 
% Mortgage Loans with Partial Interest Only:
19.4%
Cut-off Date:
With respect to each mortgage loan, the related due
 
% Mortgage Loans with Full Interest Only:
10.2%
 
date of such mortgage loan in July 2012 (or July 1,
 
% Mortgage Loans with Upfront or Ongoing Tax Reserves:
81.0%
 
2012 if such mortgage loan does not have a due date
 
% Mortgage Loans with Upfront or
 
 
in July 2012).
 
Ongoing Replacement Reserves(1):
81.3%
Settlement Date:
On or about July 17, 2012
 
% Mortgage Loans with Upfront or Ongoing Insurance Reserves:
60.7%
Settlement Terms:
DTC, Euroclear and Clearstream, same day funds
 
% Mortgage Loans with Upfront or Ongoing TI/LC Reserves(2):
84.2%
 
with accrued interest.
 
% Mortgage Loans with Upfront Engineering Reserves:
55.7%
ERISA Eligible:
All of the Offered Classes are expected to be ERISA
 
% Mortgage Loans with Upfront or Ongoing Other Reserves:
38.0%
 
eligible.
     
SMMEA Eligible:
None of the Offered Classes will be SMMEA eligible.
 
(1)
Includes FF&E Reserves.
 
Day Count:
30/360
 
(2)
Represents the percent of the Initial Outstanding Pool Balance allocable only to office, retail, industrial and mixed use properties.
Tax Treatment:
REMIC
   
Rated Final Distribution Date:
May, 2063
   
Minimum Denominations:
$10,000 and in each case in multiples of $1
     
 
thereafter.
   
Clean-up Call:
1%
     

 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
3

 
 
UBS-B 2012-C2
 
SUMMARY OF THE CERTIFICATES
 
OFFERED CERTIFICATES
 
Class
 
Ratings
(Fitch/KBRA/Moody’s)
 
Initial Certificate
Balance(2)
 
Subordination
Levels
 
Weighted Avg.
Life (years)(4)
 
Principal
Window
(months)(4)
 
Certificate
Balance to Value
Ratio(5)
 
Underwritten
NOI Debt Yield(6)
Class A-1(1)
 
AAA(sf)/AAA(sf)/Aaa(sf)
 
$80,451,000
   
30.000%(3)
 
2.64
 
1-58
 
46.3%
 
15.1%
Class A-2(1)
 
AAA(sf)/AAA(sf)/Aaa(sf)
 
$174,804,000
   
30.000%(3)
 
4.94
 
58-60
 
46.3%
 
15.1%
Class A-3(1)
 
AAA(sf)/AAA(sf)/Aaa(sf)
 
$116,311,000
   
30.000%(3)
 
7.33
 
60-117
 
46.3%
 
15.1%
Class A-4(1)
 
AAA(sf)/AAA(sf)/Aaa(sf)
 
$479,671,000
   
30.000%(3)
 
9.86
 
117-119
 
46.3%
 
15.1%
 
NON-OFFERED CERTIFICATES
 
Class
 
Ratings
(Fitch/KBRA/Moody’s)
 
Initial Certificate
or Notional
Balance(2)
 
Subordination
Levels
 
Weighted Avg.
Life (years)(4)
 
Principal
Window
(months)(4)
 
Certificate
Balance to Value Ratio(5)
 
Underwritten
NOI Debt Yield(6)
Class A-S-EC(1)(10)
 
AAA(sf)/AAA(sf)/Aaa(sf)
 
$97,285,000
   
22.000%
   
9.90
   
119-120
 
51.6%
   
13.6%
 
Class X-A(8)
 
AAA(sf)/AAA(sf)/Aaa(sf)
 
$948,522,000
(7)  
NAP
   
NAP
   
NAP
 
NAP
   
NAP
 
Class X-B(9)
 
NR/AAA(sf)/Ba3(sf)
 
$267,532,149
(7)  
NAP
   
NAP
   
NAP
 
NAP
   
NAP
 
Class B-EC(1)(10)
 
AA(sf)/AA(sf)/Aa2(sf)
 
$62,323,000
   
 16.875%
   
9.98
   
120-120
 
55.0%
   
12.8%
 
Class EC(1)(10)
 
A(sf)/A(sf)/A1(sf)
 
$203,689,000
   
 13.250%
   
9.94
   
119-120
 
57.4%
   
12.2%
 
Class C-EC(1)(10)
 
A(sf)/A(sf)/A2(sf)
 
$44,081,000
   
 13.250%
   
9.98
   
120-120
 
57.4%
   
12.2%
 
Class D(1)
 
BBB+(sf)/BBB+(sf)/Baa1(sf)
 
$24,322,000
   
11.250%
   
9.98
   
120-120
 
58.8%
   
11.9%
 
Class E(1)
 
BBB-(sf)/BBB-(sf)/Baa3(sf)
 
$47,122,000
   
7.375%
   
9.98
   
120-120
 
61.3%
   
11.4%
 
Class F(1)
 
BB(sf)/BB(sf)/Ba2(sf)
 
$22,801,000
   
5.500%
   
9.98
   
120-120
 
62.6%
   
11.2%
 
Class G(1)
 
B(sf)/B(sf)/B2(sf)
 
$24,321,000
   
3.500%
   
9.98
   
120-120
 
63.9%
   
11.0%
 
Class H(1)
 
NR/NR/NR
 
$42,562,149
   
0.000%
   
         9.98
   
120 -120
 
66.2%
   
10.6%
 
(1)
The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S-EC, Class B-EC, Class EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates will each equal one of the following per annum rates: (i) a fixed rate, (ii) a rate equal to the weighted average net mortgage pass-through rate for the Mortgage Loans from time to time, (iii) a rate equal to the lesser of the initial pass-through rate for that class and the weighted average net mortgage pass-through rate for the Mortgage Loans from time to time, or (iv) a rate equal to the weighted average net mortgage pass-through rate for the Mortgage Loans from time to time less a specified rate.  The net mortgage pass-through rate of any Mortgage Loan is generally equal to the net mortgage interest rate of that Mortgage Loan as of the securitization Settlement Date (adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months).
(2)
Subject to a permitted variance of plus or minus 5%.
(3)
Represents the approximate subordination level for the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates in the aggregate.
(4)
Based on the assumption that there are no prepayments of, or defaults on, the Mortgage Loans and the assumption that there are no extensions of the maturity dates of the Mortgage Loans, and otherwise based on the modeling assumptions, as described in the Free Writing Prospectus.
(5)
“Certificate Balance to Value Ratio” for any class with a certificate balance is calculated as the product of (a) the weighted average mortgage loan Cut-off Date LTV Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial certificate balance of the subject class of Certificates and all other classes, if any, that are senior to or pari passu with such class, and the denominator of which is the total initial certificate balance of all Certificates. The Certificate Balance to Value Ratios of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(6)
“Underwritten NOI Debt Yield” for any class with a certificate balance is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial certificate balance of all Certificates, and the denominator of which is the total initial certificate balance of the subject class of Certificates and all other classes, if any, that are senior to or pari passu with such class. The Underwritten NOI Debt Yields of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
(7)
The Class X-A and Class X-B Certificates (the “Class X Certificates”) will not have certificate balances. The interest accrual amounts on the Class X-A Certificates will be calculated by reference to a notional amount equal to the sum of the certificate balances of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S-EC Certificates. The interest accrual amounts on the Class X-B Certificates will be calculated by reference to a notional amount equal to the sum of the total certificate balances of the Class B-EC, Class C-EC,  Class D, Class E, Class F, Class G and Class H Certificates.
(8)
The pass through rate applicable to the Class X-A Certificates for each Distribution will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate for the Mortgage Loans, over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S-EC Certificates (based on their certificate balances), as further described in the Free Writing Prospectus.
(9)
The pass-through rate applicable to the Class X-B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate for the Mortgage Loans, over (ii) the weighted average of the pass-through rates of the Class B-EC,  Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates (based on their certificate balances), as further described in the Free Writing Prospectus.
(10)
The Class A-S-EC, Class B-EC and Class C-EC Certifications may be exchanged for the Class EC Certificates, and the Class EC Certificates may be exchanged for the Class A-S-EC, Class B-EC and Class C-EC Certificates.  The Class EC Certificates will not have a Pass-Through Rate, but will be entitled to receive the sum of the interest distributable on the Class A-S-EC, Class B-EC and Class C-EC Certificates that are exchanged for such Class EC Certificates.  The initial certificate balance of the Class EC Certificates is equal to the aggregate of the initial Certificate Balances of the Class A-S-EC, Class B-EC and Class C-EC Certificates and represents the maximum certificate balance of the Class EC Certificates that may be issued in an exchange.
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
4

 
 
UBS-B 2012-C2
 
SUMMARY OF THE CERTIFICATES
 
Short-Term Certificate Principal Paydown Summary(1)
Class A-2 ($174,804,000)
Loan
No.
Mortgage Loan
Seller
Mortgage Loan
Cut-off Date
Balance
% of Pool
Maturity(1)
Balance
% of
Certificate
Class
Rem. Term
to Maturity
(Mos.)
U/W NCF
DSCR
U/W NOI
Debt Yield
Cut-off
Date LTV
Ratio
Maturity LTV
Ratio
1
UBSRES /
Barclays Bank PLC
110 William Street
$141,500,000
11.6%
$134,982,989
77.2%
60
1.35x
9.6%
64.3%
61.4%
                       
13
Barclays Bank PLC
Behringer Harvard Portfolio
$28,023,228
2.3%
$25,959,429
14.9%
58
1.50x
12.3%
74.3%
68.9%
                       
25
UBSRES
Hampton Inn Linden
$12,067,019
1.0%
$10,940,721
6.3%
58
1.43x
12.5%
63.5%
57.6%
Total/Weighted Average
$181,590,247
14.9%
$171,883,139
98.3%
60
1.38x
10.2%
65.8%
62.3%
(1)
This table identifies loans with balloon payments due during the principal paydown window for the Class A-2 Certificates assuming 0% CPR and no defaults or losses with respect to the Mortgage Loans.  See “Yield and Maturity Considerations – Yield Considerations” in the Free Writing Prospectus.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
5

 
 
UBS-B 2012-C2
 
TRANSACTION HIGHLIGHTS
 
$1,216,054,149 (Approximate) New-Issue Multi-Borrower CMBS:
 
Overview: The mortgage pool consists of 54 fixed-rate commercial, manufactured housing community and multifamily Mortgage Loans that have an aggregate Cut-off Date balance of $1,216,054,149 (the “Initial Outstanding Pool Balance”), have an average Cut-off Date Balance of $22,519,521 per Mortgage Loan and are secured by 83 Mortgaged Properties located throughout 21 states.
 
LTV: 66.2% weighted average Cut-off Date LTV and 56.1% weighted average Maturity Date/ARD LTV.
 
DSCR: 1.67x weighted average Debt Service Coverage Ratio, based on Underwritten Net Operating Income. 1.53x weighted average Debt Service Coverage Ratio, based on Underwritten Net Cash Flow.
 
Debt Yield: 10.6% weighted average debt yield, based on Underwritten Net Operating Income. 9.7% weighted average debt yield, based on Underwritten Net Cash Flow.
 
Credit Support: 30.000% credit support to Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, which are expected to be rated AAA(sf)/AAA(sf)/Aaa(sf) by Fitch/KBRA/Moody’s.
Loan Structural Features:
 
Amortization: 89.8% of the Mortgage Loans by Initial Outstanding Pool Balance have scheduled amortization:
 
70.4% of the Mortgage Loans by Initial Outstanding Pool Balance have amortization for the entire term with a balloon payment due at Maturity.
 
19.4% of the Mortgage Loans by Initial Outstanding Pool Balance have scheduled amortization following a partial interest-only period with a balloon payment due at Maturity.
 
Hard Lockboxes: 82.4% of the Mortgage Loans by Initial Outstanding Pool Balance have hard lockboxes in place.
 
Cash Traps: 45.3% of the Mortgage Loans by Initial Outstanding Pool Balance have cash traps in place.  54.4% of the Mortgage Loans by Initial Outstanding Pool Balance have cash traps triggered by certain declines in net cash flow, all at levels greater than a 1.00x coverage, that fund an excess cash flow reserve.
 
Reserves: The Mortgage Loans require amounts to be escrowed for reserves upfront or on an ongoing basis as follows:
 
Real Estate Taxes: 48 Mortgage Loans representing 81.0% of the Initial Outstanding Pool Balance.
 
Insurance Reserves: 43 Mortgage Loans representing 60.7% of the Initial Outstanding Pool Balance.
 
Replacement Reserves (Including FF&E Reserves): 49 Mortgage Loans representing 81.3% of Initial Outstanding Pool Balance.
 
Tenant Improvement / Leasing Commissions: 31 Mortgage Loans representing 84.2% of the Initial Outstanding Pool Balance allocable only to office, retail, industrial and mixed use properties only.
 
Defeasance: 84.3% of the Mortgage Loans by Initial Outstanding Pool Balance permit defeasance after a lockout period and prior to an open period.
 
Yield Maintenance: 15.7% of the Mortgage Loans by Initial Outstanding Pool Balance permit prepayment only with a Yield Maintenance Charge, following the respective lockout period and prior to an open period.
Multiple-Asset Types > 5.0% of the Total Pool:
 
Retail: 46.1% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are retail properties (of which 89.3% are regional mall properties and anchored retail properties).
 
Office: 31.0% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are office properties.
 
Manufactured Housing Community: 9.5% of the Mortgaged Properties by allocated Initial Outstanding Pool Balance are Manufactured Housing Community properties.
Geographic Diversity: The 83 Mortgaged Properties are located throughout 21 states, with two states representing greater than 10.0% of the allocated Initial Outstanding Pool Balance: New York (22.0%) and Michigan (10.7%).
 
Distribution of Collateral by Property Type
 
(PIE CHART)
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
6

 
 
UBS-B 2012-C2
 
STRUCTURE OVERVIEW
 
Principal Payments:
Payments in respect of principal of the Certificates will be distributed, to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S-EC, Class B-EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates, in that order, until the certificate balance of each such Class is reduced to zero.  Notwithstanding the foregoing, if the total certificate balance of the Class A-S-EC through Class H Certificates has been reduced to zero as a result of loss allocation, payments in respect of principal of the Certificates will be distributed to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, on a pro rata basis, based on the certificate balance of each such Class, until the certificate balance of each such Class is reduced to zero.
 
The Class X-A and Class X-B Certificates will not be entitled to receive distributions of principal; however, (i) the notional amount of the Class X-A Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to Certificates that are components of the notional amount of Class X-A Certificates (the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S-EC Certificates); and (ii) the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions and realized losses allocated to Certificates that are components of the notional amount of Class X-B Certificates (the Class B-EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates).
 
Interest Payments:
On each Distribution Date, interest accrued for each Class of the Certificates at the applicable pass-through rate will be distributed in the following order of priority, to the extent of available funds: first, to the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A and Class X-B Certificates, on a pro rata basis, based on the accrued and unpaid interest on each such Class, and then, to the Class A-S-EC, Class B-EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates, in that order, in each case until the interest payable to each such Class is paid in full.  Interest accrued with respect to the Class A-S-EC, Class B-EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates will, in the case of each such Class, be payable only after any principal distributions payable to any more senior Class have been made.
 
The pass-through rates applicable to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S-EC, Class B-EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates for each Distribution Date will each equal one of the following per annum rates: (i) a fixed rate, (ii) a rate equal to the weighted average net mortgage pass-through rate for the Mortgage Loans from time to time, (iii) a rate equal to the lesser of the initial pass-through rate for that class and the weighted average net mortgage pass-through rate for the Mortgage Loans from time to time, or (iv) a rate equal to the weighted average net mortgage pass-through rate for the Mortgage Loans from time to time less a specified rate.
 
The pass-through rate applicable to the Class X-A Certificates for each Distribution Date will generally be a per annum rate equal to the excess of (i) the weighted average net mortgage pass-through rate for the Mortgage Loans, over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S-EC Certificates (based on their certificate balances), as further described in the Free Writing Prospectus.
 
The pass-through rate applicable to the Class X-B Certificates for each Distribution Date will generally be equal to the excess of (i) the weighted average net mortgage pass-through rate for the Mortgage Loans, over (ii) the weighted average of the pass-through rates of the Class B-EC, Class C-EC, Class D, Class E, Class F, Class G and Class H Certificates (based on their certificate balances), as further described in the Free Writing Prospectus.
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
7

 
 
UBS-B 2012-C2
 
STRUCTURE OVERVIEW
 
Prepayment Interest Shortfalls:
Net prepayment interest shortfalls will be allocated to the interest-bearing Classes of Certificates pro rata generally based on interest entitlements, in reduction of the interest otherwise payable with respect to each of those Classes.
 
Loss Allocation:
Losses will be allocated to the  Class H, Class G, Class F, Class E, Class D, Class C-EC, Class B-EC and Class A-S-EC Certficates, in that order, and then to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis. The notional amount of either Class of the Class X Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates whose certificate balances are components of the notional amount of such Class of Class X Certificates.
 
Prepayment Premiums:
A percentage of each prepayment premium (either fixed prepayment premium or yield maintenance amount) collected will be allocated to each Class of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S-EC, Class B-EC, Class C-EC, Class D and Class E Certificates (the “YM P&I Classes”) then entitled to principal distributions, which percentage will be equal to the product of (a) the percentage of the principal distribution amount that such Class receives on that Distribution Date,  and (b) a fraction (expressed as a percentage which can be no greater than 100% nor less than 0%), the numerator of which is the excess of the pass-through rate of such Class of Certificates currently receiving principal over the relevant discount rate, and the denominator of which is the excess of the Mortgage Rate of the related Mortgage Loan over the relevant discount rate.
 
 
Prepayment Premium Allocation Percentage for all YM P&I Certificates =
   
 
(Pass-Through Rate – Discount Rate)
 
 
(Mortgage Rate – Discount Rate)
 
   
 
The remaining percentage of each prepayment premium will be allocated to the Class X Certificates in the manner described in the Free Writing Prospectus. In general, this formula provides for an increase in the percentage of prepayment premiums allocated to the YM P&I Classes then entitled to principal distributions relative to the Class X Certificates as discount rates decrease and a decrease in the percentage allocated to such Classes as discount rates rise.
 
Control Rights:
Certain Classes of Certificates (the “Control Eligible Certificates”), through a representative, will have certain control rights over servicing matters with respect to each Mortgage Loan. The majority owner or appointed representative of the Class of Control Eligible Certificates that is the Controlling Class (such owner or representative the “Directing Holder”), will be entitled to direct the Special Servicer  to take, or refrain from taking certain actions with respect to a Mortgage Loan. Furthermore, the Directing Holder will also have the right to receive notice and consent to certain material actions that the Master Servicer or the Special Servicer  proposes to take with respect to the Mortgage Loans.
 
Control Eligible Certificates:
Class F, Class G and Class H Certificates.
 
Controlling Class:
The “Controlling Class” will be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate certificate balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial certificate balance of such Class.
 
The Controlling Class as of the Settlement Date will be the Class H Certificates.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
8

 
 
UBS-B 2012-C2
 
STRUCTURE OVERVIEW
 
Remedies Available to Holders of
Controlling Class Prior to
Effectiveness of Control
Termination Event:
The Controlling Class representative will have the right, at its sole expense, to require the Special Servicer to order a second appraisal for any Mortgage Loan that would otherwise result in such Class no longer being the Controlling Class based on the occurrence of a Control Termination Event. Upon receipt of the second appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the second appraisal, a recalculation of the Appraisal Reduction Amount is warranted. The Appraisal Reduction Amount, whether based on the first or the second appraisal, will only become effective following the second appraisal, except that the Appraisal Reduction Amount based on the first appraisal will become effective if no demand for a second appraisal is received within a specified number of business days, or if a second appraisal is not received within 90 days after requested by the Controlling Class representative.
 
Directing Holder:
BIGAREP, LLC will be the initial Directing Holder and will also own 100% of the Class F, Class G and Class H Certificates as of the Settlement Date.
 
Control Termination Event:
Will occur when no Class of Control Eligible Certificates has an outstanding certificate balance (as notionally reduced by any Appraisal Reduction Amounts allocated thereto) equal to or greater than 25% of the certificate balance as of the Settlement Date.
 
 
Upon the occurrence and during the continuance of a Control Termination Event, the Controlling Class will no longer have any control rights. The Directing Holder will relinquish its right to direct certain actions of the Special Servicer  and will no longer have consent rights with respect to certain material actions that the Master Servicer or Special Servicer  proposes to take with respect to a Mortgage Loan.
 
Upon the occurrence and during the continuation of a Control Termination Event, the Directing Holder will retain non-binding consultation rights with respect to certain material actions that the Master Servicer or Special Servicer proposes to take with respect to the Mortgage Loans. Such consultation rights will continue until the occurrence of a Consultation Termination Event.
 
Consultation Termination Event:
Will occur when, without giving regard to the application of any Appraisal Reduction Amounts (i.e., giving effect to principal reduction through Realized Losses only), there is no Class of Control Eligible Certificates that satisfies the requirement of a Controlling Class.
 
Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class and the Directing Holder will have no rights under the Pooling and Servicing Agreement other than those rights that all Certificateholders have.
 
Appointment and Replacement
of Special Servicer:
The Directing Holder will appoint the initial Special Servicer as of the Settlement Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced at any time by the Directing Holder. Upon the occurrence and during the continuance of a Control Termination Event, the Directing Holder will no longer have the right to replace the Special Servicer with respect to the related Mortgage Loans and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below.
 
Replacement of Special Servicer:
For so long as a Control Termination Event has occurred and is continuing, upon (i) the written direction of holders of Certificates evidencing not less than 25% of the aggregate certificate balance of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the certificate balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to replace the Special Servicer with a replacement Special Servicer,
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
9

 
 
UBS-B 2012-C2
 
STRUCTURE OVERVIEW
 
  (ii) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (iii) delivery by such holders to the Certificate Administrator of written confirmation from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the rating on any Class of the Certificates, the Certificate Administrator will be required to promptly provide written notice to all certificateholders of such request and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction (within 180 days from the time of the Certificate Administrator’s notice) of (i) Holders of at least 75% of the aggregate certificate balance of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the certificate balances of Classes to which such Appraisal Reduction Amounts are allocable) or (ii) Holders of the Classes of Certificates entitled to principal evidencing more than 50% of the aggregate Voting Rights of each Class of Non-Reduced Certificates, the Trustee will immediately replace the Special Servicer with the replacement Special Servicer.
 
“Non-Reduced Certificates” means any Class of Certificates entitled to principal then outstanding for which (a)(1) the initial certificate balance of such Class minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) distributed to the Holders of such Class, (y) any unreimbursed Appraisal Reduction Amounts allocated to such Class and (z) any Realized Losses previously allocated to such Class, is equal to or greater than (b) 25% of the remainder of (1) the initial certificate balance of such Class less (2) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class.
For so long as a Consultation Termination Event has occurred and is continuing, if the Operating Advisor determines that the Special Servicer is not performing its duties in accordance with the Servicing Standard, the Operating Advisor will have the right to recommend the replacement of the Special Servicer. The Operating Advisor’s recommendation to so replace the Special Servicer must be confirmed by a majority (by balance) of all Classes of Certificates entitled to principal (taking into account the application of Appraisal Reduction Amounts to notionally reduce the certificate balances of the Classes to which such Appraisal Reduction Amounts are allocable) within 180 days from the time of recommendation and is subject to the receipt of written confirmation from each Rating Agency that the appointment of the replacement Special Servicer will not result in a downgrade of the rating on any Class of the Certificates.
 
Cap on Workout and Liquidation
Fees:
The workout fees and liquidation fees payable to a Special Servicer with respect to any Specially Serviced Loan, will be an amount equal to the lesser of: (1) 1% of each collection of (a) interest and principal following a workout or (b) a full or discounted payoff or liquidation proceeds and (2) $1,000,000 per workout or liquidation. All Modification Fees actually paid to the Special Servicer in connection with a workout or liquidation or in connection with any prior workout or partial liquidation that occurred within the prior 18 months will be deducted from the total workout and/or liquidation fees payable (other than Modification Fees earned while the Mortgage Loan was not in special servicing).  In addition, if a Mortgage Loan becomes a Specially Serviced Loan solely due to a maturity date default and a collection of interest and principal or liquidation proceeds is received within 90 days following the maturity date as a result of the Mortgage Loan being refinanced, then the Special Servicer will not be entitled to collect a workout fee or liquidation fee, but may collect fees from the related borrower in connection with the workout or liquidation.
 
The total amount of workout and liquidation fees actually payable by the issuing entity will be capped in the aggregate at $1,000,000 for each Mortgage Loan. If a new special servicer begins servicing the Mortgage Loan, all amounts paid to the prior special servicer will be disregarded for purposes of calculating the cap.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
10

 
 
UBS-B 2012-C2
 
STRUCTURE OVERVIEW
 
Special Servicer Compensation:
The Special Servicer and its affiliates will be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including, without limitation, the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than as expressly permitted in the Pooling and Servicing Agreement.
 
The Special Servicer will also be required to disclose in the Certificateholders’ monthly distribution date statement any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement) from any person (including, without limitation, the issuing entity, any borrower, any manager, any guarantor or indemnitor in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement, other than any special servicing compensation to which the Special Servicer is entitled pursuant to the Pooling and Servicing Agreement in the form of late payment charges, net default interest, assumption fees, loan service transaction fees, beneficiary statement charges, assumption application fees or any interest or other income earned on deposits in the REO accounts.
 
Operating Advisor:
Prior to the occurrence of a Control Termination Event, the Operating Advisor will have access to any final asset status report and all information available with respect to the transaction on the Certificate Administrator’s website but will not have any approval or consultation rights.  After a Control Termination Event, the Operating Advisor will have consultation rights with respect to certain major decisions and will have additional monitoring responsibilities on behalf of the issuing entity.
 
Upon the occurrence and during the continuance of a Control Termination Event, the Operating Advisor will be entitled to consult with the Special Servicer with respect to all major decisions on behalf of the issuing entity and in the best interest of, and for the benefit of, the certificateholders, as a collective whole, as if those certificateholders constituted a single lender.
 
The Operating Advisor will be subject to termination if Holders of at least 15% of the Voting Rights vote to terminate and replace the Operating Advisor and such vote is approved by Holders of more than 50% of the Voting Rights that exercise their right to vote, provided that holders of at least 50% of the Voting Rights have exercised their right to vote.  The Holders initiating such vote will be responsible for the fees and expenses in connection with the vote and replacement.
 
Liquidated Loan Waterfall:
On liquidation of any Mortgage Loan, all net liquidation proceeds will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts. After the adjusted interest amount is so allocated, any remaining net liquidation proceeds will be allocated to pay principal then due and payable on the Mortgage Loan (including by reason of acceleration of the unpaid principal amount of the Mortgage Loan following default). Any remaining liquidation proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I Advances previously made was reduced as a result of Appraisal Reduction Amounts.
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
11

 
 
UBS-B 2012-C2
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Distribution of Cut-off Date Balances
           
% of Initial Outstanding Pool
Balance
 
Weighted Averages
Range of Cut-off Date Balances
 
Number of
Mortgage Loans
 
Aggregate
Cut-off Date Balance
   
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
$2,394,906
-
$9,999,999
 
23
   
$120,798,211
   
9.9%
   
5.3069%
 
119
   
1.53x
 
67.3%
 
53.9%
$10,000,000
-
$24,999,999
 
16
   
$217,220,064
   
17.9%
   
5.2153%
 
116
   
1.41x
 
71.2%
 
57.0%
$25,000,000
-
$49,999,999
 
8
   
$274,463,002
   
22.6%
   
4.9178%
 
109
   
1.46x
 
62.8%
 
52.1%
$50,000,000
-
$99,999,999
 
6
   
$462,072,873
   
38.0%
   
4.8819%
 
119
   
1.69x
 
66.2%
 
57.0%
$100,000,000
-
$141,500,000
 
1
   
$141,500,000
   
11.6%
   
4.7830%
 
60
   
1.35x
 
64.3%
 
61.4%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                         
Geographic Distribution(1)
           
  % of Initial Outstanding Pool
Balance
 
Weighted Averages
State/Location
 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off Date Balance
   
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
New York
 
4
   
$267,369,634
   
22.0%
   
4.7415%
 
88
   
1.30x
 
61.8%
 
56.6%
Michigan
 
20
   
$130,535,507
   
10.7%
   
5.0572%
 
120
   
1.52x
 
68.6%
 
54.4%
New Jersey
 
4
   
$104,258,080
   
8.6%
   
5.2036%
 
112
   
1.50x
 
71.5%
 
59.7%
Florida
 
13
   
$101,967,756
   
8.4%
   
5.3297%
 
119
   
1.37x
 
63.4%
 
49.1%
Connecticut
 
1
   
$95,000,000
   
7.8%
   
4.4600%
 
119
   
1.86x
 
62.1%
 
53.0%
Other
 
41
   
$516,923,172
   
42.5%
   
5.0660%
 
114
   
1.64x
 
68.1%
 
57.5%
Total/Weighted Average
 
83
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                         
Property Type Distribution(1)
               
% of Initial Outstanding Pool
Balance
 
Weighted Averages
Property Type
 
Number of Mortgaged Properties
 
Aggregate
Cut-off Date Balance
   
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
Retail
 
38
   
$561,140,020
   
46.1%
   
4.9199%
 
118
   
1.69x
 
67.3%
 
56.9%
Regional Mall
 
5
   
$347,138,591
   
28.5%
   
4.7725%
 
119
   
1.85x
 
65.6%
 
56.7%
Anchored
 
17
   
$154,009,880
   
12.7%
   
5.1218%
 
114
   
1.40x
 
70.3%
 
57.6%
Unanchored
 
11
   
$32,000,691
   
2.6%
   
5.2663%
 
119
   
1.55x
 
68.2%
 
54.5%
Shadow Anchored
 
4
   
$22,004,385
   
1.8%
   
5.2980%
 
113
   
1.43x
 
70.7%
 
58.6%
Single Tenant
 
1
   
$5,986,473
   
0.5%
   
5.0300%
 
118
   
1.32x
 
74.1%
 
61.1%
Office
 
18
   
$376,784,802
   
31.0%
   
4.9570%
 
92
   
1.41x
 
67.4%
 
57.7%
CBD
 
5
   
$300,311,326
   
24.7%
   
4.9337%
 
91
   
1.40x
 
65.9%
 
58.3%
Suburban
 
12
   
$72,523,228
   
6.0%
   
5.0511%
 
96
   
1.43x
 
73.6%
 
54.9%
Medical Office
 
1
   
3,950,248
   
0.3%
   
5.0000%
 
119
   
1.62x
 
70.2%
 
57.8%
Manufactured Housing Community
 
6
   
$115,576,547
   
9.5%
   
5.2364%
 
119
   
1.41x
 
68.0%
 
56.1%
Multifamily
 
15
   
$59,670,894
   
4.9%
   
5.1850%
 
119
   
1.54x
 
67.1%
 
54.2%
Conventional
 
5
   
$44,988,714
   
3.7%
   
5.2601%
 
119
   
1.54x
 
67.3%
 
53.9%
Student Housing
 
10
   
$14,682,180
   
1.2%
   
4.9548%
 
119
   
1.55x
 
66.8%
 
54.9%
Hospitality
 
4
   
$58,505,035
   
4.8%
   
5.8004%
 
105
   
1.41x
 
54.4%
 
45.2%
Limited Service
 
3
   
$32,059,124
   
2.6%
   
6.0490%
 
95
   
1.54x
 
63.6%
 
52.6%
Full Service
 
1
   
$26,445,911
   
2.2%
   
5.4990%
 
118
   
1.26x
 
43.2%
 
36.2%
Net Lease
 
1
   
$38,633,447
   
3.2%
   
3.7200%
 
118
   
1.10x
 
48.3%
 
48.3%
Self-Storage
 
1
   
$5,743,405
   
0.5%
   
5.2500%
 
119
   
1.44x
 
72.7%
 
60.3%
Total/Weighted Average
 
83
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                             
Distribution of Mortgage Rates
                   
% of Initial Outstanding Pool
Balance
 
Weighted Averages
Range of Mortgage Rates
 
Number of
Mortgage Loans
 
Aggregate
Cut-off Date Balance
   
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF
DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
3.7200%
-
5.2499%
 
33
   
$995,884,023
   
81.9%
   
4.8710%
 
108
   
1.56x
 
66.3%
 
56.5%
5.2499%
-
5.9999%
 
18
   
$188,111,002
   
15.5%
   
5.3764%
 
118
   
1.39x
 
66.1%
 
54.9%
6.0000%
-
6.0785%
 
3
   
$32,059,124
   
2.6%
   
6.0490%
 
95
   
1.54x
 
63.6%
 
52.6%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
(1)
Reflects allocated loan amount for properties securing multi-property mortgage loans.
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
12

 
 
UBS-B 2012-C2
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Distribution of Cut-off Date LTV Ratios
                         
Weighted Averages
Range of Cut-off Date LTV
Ratios
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
43.2%
-
59.9%
 
5
   
$79,249,097
   
6.5%
   
4.5598%
 
118
   
1.31x
 
47.2%
 
42.9%
60.0%
-
64.9%
 
11
   
$505,331,380
   
41.6%
   
4.8800%
 
99
   
1.64x
 
63.5%
 
57.1%
65.0%
-
69.9%
 
16
   
$311,056,180
   
25.6%
   
5.0962%
 
119
   
1.52x
 
68.3%
 
55.4%
70.0%
-
75.0%
 
22
   
$320,417,492
   
26.3%
   
5.1298%
 
114
   
1.43x
 
73.2%
 
58.5%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                             
Distribution of LTV Ratios at Maturity
                         
Weighted Averages
Range of LTV Ratios
at Maturity
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
35.9%
-
59.9%
 
40
   
$845,917,395
   
69.6%
   
5.0032%
 
117
   
1.51x
 
65.4%
 
53.2%
60.0%
-
64.9%
 
13
   
$342,113,526
   
28.1%
   
4.9098%
 
95
   
1.60x
 
67.6%
 
62.2%
65.0%
-
68.9%
 
1
   
$28,023,228
   
2.3%
   
5.1480%
 
58
   
1.50x
 
74.3%
 
68.9%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                             
Distribution of Underwritten NCF Debt Service Coverage Ratios
                         
Weighted Averages
Range of Underwritten NCF Debt Service Coverage Ratios
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
1.10x
-
1.24x
 
3
   
$68,712,823
   
5.7%
   
4.4367%
 
119
   
1.15x
 
59.2%
 
51.5%
1.25x
-
1.34x
 
12
   
$249,453,197
   
20.5%
   
5.2123%
 
119
   
1.30x
 
65.6%
 
52.8%
1.35x
-
1.44x
 
12
   
$250,596,695
   
20.6%
   
4.9815%
 
79
   
1.38x
 
66.6%
 
60.0%
1.45x
-
1.54x
 
12
   
$198,393,748
   
16.3%
   
5.1699%
 
111
   
1.50x
 
69.9%
 
57.2%
1.55x
-
1.64x
 
8
   
$201,513,605
   
16.6%
   
5.0252%
 
119
   
1.60x
 
69.1%
 
56.9%
1.65x
-
1.74x
 
3
   
$55,751,402
   
4.6%
   
5.1709%
 
119
   
1.72x
 
65.2%
 
48.3%
1.75x
-
1.99x
 
2
   
$99,295,022
   
8.2%
   
4.4920%
 
119
   
1.86x
 
61.8%
 
52.7%
2.00x
-
2.35x
 
2
   
$92,337,658
   
7.6%
   
4.6594%
 
120
   
2.34x
 
63.2%
 
62.2%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                             
Distribution of Underwritten NOI Debt Yield
                         
Weighted Averages
Range of Underwritten NOI
Debt Yield
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
4.1%
-
10.0%
 
17
   
$432,735,925
   
35.6%
   
4.9331%
 
100
   
1.31x
 
65.4%
 
57.5%
10.1%
-
11.0%
 
15
   
$252,732,048
   
20.8%
   
5.1796%
 
119
   
1.46x
 
66.3%
 
54.0%
11.1%
-
12.0%
 
13
   
$408,791,391
   
33.6%
   
4.8027%
 
117
   
1.78x
 
67.2%
 
56.8%
12.1%
-
14.0%
 
6
   
$98,705,726
   
8.1%
   
5.3069%
 
94
   
1.59x
 
66.7%
 
55.3%
14.1%
-
17.8%
 
3
   
$23,089,060
   
1.9%
   
5.4300%
 
118
   
1.91x
 
60.0%
 
44.7%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
13

 
 
UBS-B 2012-C2
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Distribution of Original Terms to Maturity
                         
Weighted Averages
Range of Original Terms
to Maturity (months)
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
60
-
83
 
3
   
$181,590,247
   
14.9%
   
4.9202%
 
60
   
1.38x
 
65.8%
 
62.3%
84
-
108
 
1
   
$26,000,000
   
2.1%
   
5.1000%
 
84
   
1.41x
 
63.3%
 
56.2%
109
-
120
 
50
   
$1,008,463,903
   
82.9%
   
4.9880%
 
119
   
1.56x
 
66.4%
 
55.0%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                             
Distribution of Remaining Terms to Maturity
                         
Weighted Averages
Range of Remaining Terms
to Maturity (months)
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
58
-
71
 
3
   
$181,590,247
   
14.9%
   
4.9202%
 
60
   
1.38x
 
65.8%
 
62.3%
72
-
120
 
51
   
$1,034,463,903
   
85.1%
   
4.9908%
 
118
   
1.56x
 
66.3%
 
55.0%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                         
Amortization Type
                     
Weighted Averages
Amortization Type
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
Amortizing Balloon
 
50
   
$855,920,702
   
70.4%
   
5.1623%
 
115
   
1.47x
 
68.0%
 
55.1%
Interest Only, then Amortizing
 
2
   
$236,500,000
   
19.4%
   
4.6533%
 
84
   
1.56x
 
63.4%
 
58.0%
Interest Only
 
2
   
$123,633,447
   
10.2%
   
4.3456%
 
119
   
1.96x
 
59.4%
 
59.4%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                         
Distribution of Original Amortization Term
                     
Weighted Averages
Range of Original
Amortization Term (months)
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
Interest Only
 
2
   
$123,633,447
   
10.2%
   
4.3456%
 
119
   
1.96x
 
59.4%
 
59.4%
121
-
240
 
4
   
$55,800,000
   
4.6%
   
5.0204%
 
120
   
1.35x
 
73.5%
 
46.4%
241
-
300
 
10
   
$109,674,646
   
9.0%
   
5.3559%
 
112
   
1.65x
 
64.5%
 
49.4%
301
-
360
 
38
   
$926,946,056
   
76.2%
   
5.0181%
 
107
   
1.47x
 
66.9%
 
57.1%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                         
Distribution of Remaining Amortization Term
                     
Weighted Averages
Range of Remaining
Amortization Term (months)
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
Interest Only
 
2
   
$123,633,447
   
10.2%
   
4.3456%
 
119
   
1.96x
 
59.4%
 
59.4%
181
-
240
 
4
   
$55,800,000
   
4.6%
   
5.0204%
 
120
   
1.35x
 
73.5%
 
46.4%
241
-
300
 
10
   
$109,674,646
   
9.0%
   
5.3559%
 
112
   
1.65x
 
64.5%
 
49.4%
301
-
360
 
38
   
$926,946,056
   
76.2%
   
5.0181%
 
107
   
1.47x
 
66.9%
 
57.1%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
                                         
Loan Purpose
                     
Weighted Averages
Loan Purpose
 
Number of
Mortgage Loans
 
Aggregate Cut-off
Date Balance
 
% of Initial
Outstanding
Pool Balance
 
Mortgage Rate
 
Stated
Remaining Term
(Mos.)
 
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
LTV Ratio
at Maturity
Refinance
 
47
   
$1,101,800,102
   
90.6%
   
4.9976%
 
108
   
1.47x
 
66.3%
 
55.5%
Acquisition
 
7
   
$114,254,047
   
9.4%
   
4.8134%
 
120
   
2.12x
 
65.5%
 
62.4%
Total/Weighted Average
 
54
   
$1,216,054,149
   
100.0%
   
4.9803%
 
109
   
1.53x
 
66.2%
 
56.1%
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

 
14

 
 
UBS-B 2012-C2
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Ten Largest Mortgage Loans and Mortgage Loan Groups
Mortgage Loans
 
Mortgage Loan
Seller
 
City, State
 
Property
Type
 
Cut-off Date
Balance
 
% of Initial
Outstanding
Pool Balance
 
Cut-off Date
Balance/SF/
Unit/Room
 
Cut-off Date
LTV Ratio
 
U/W NCF DSCR
 
U/W NOI
Debt Yield
 
U/W NCF
Debt Yield
110 William Street
 
UBSRES /
Barclays Bank PLC
 
New York, NY
 
Office
 
$141,500,000
   
11.6%
   
$162
 
64.3%
 
1.35x
 
9.6%
   
8.5%
 
                                                 
Crystal Mall
 
UBSRES
 
Waterford, CT
 
Retail
 
$95,000,000
   
7.8%
   
$183
 
62.1%
 
1.86x
 
12.0%
   
11.3%
 
                                                 
Louis Joliet Mall
 
Barclays Bank PLC
 
Joliet, IL
 
Retail
 
$85,000,000
   
7.0%
   
$237
 
64.5%
 
2.35x
 
11.8%
   
11.0%
 
                                                 
Southland Center Mall
 
Barclays Bank PLC
 
Taylor, MI
 
Retail
 
$78,750,000
   
6.5%
   
$129
 
68.8%
 
1.49x
 
10.7%
   
9.7%
 
                                                 
Two MetroTech
 
Barclays Bank PLC
 
Brooklyn, NY
 
Office
 
$75,911,187
   
6.2%
   
$148
 
62.0%
 
1.30x
 
9.6%
   
8.5%
 
                                                 
Trenton Office Portfolio
 
UBSRES
 
Trenton, NJ
 
Office
 
$73,411,686
   
6.0%
   
$155
 
72.6%
 
1.58x
 
11.2%
   
10.2%
 
                                                 
Huntington Shorecliffs
 
AMF II
 
Huntington Beach, CA
 
MHC
 
$54,000,000
   
4.4%
   
$177,632
 
69.1%
 
1.31x
 
8.7%
   
8.6%
 
                                                 
Pierre Bossier Mall
 
Barclays Bank PLC
 
Bossier City, LA
 
Retail
 
$48,388,591
   
4.0%
   
$182
 
69.7%
 
1.64x
 
11.1%
   
10.5%
 
                                                 
WSSA GSA Portfolio Rollup
 
AMF II
 
Various, Various
 
Office
 
$44,500,000
   
3.7%
   
$275
 
73.2%
 
1.38x
 
11.4%
   
10.9%
 
                                                 
Palm Creek Manufactured
Housing Park
 
AMF II
 
Casa Grande, AZ
 
MHC
 
$41,951,824
   
3.4%
   
$22,518
 
64.5%
 
1.57x
 
10.5%
   
10.4%
 
Total/Weighted Average
             
$738,413,288
   
60.7%
       
66.4%
 
1.59x
 
10.6%
   
9.8%
 
 
Existing Mezzanine Debt Summary
    Cut-off Date Balance  
Mezzanine Debt
Cut-off Date
Balance
  Total Debt Cut-off Date Balance  
Mortgage Loan
 
Total Debt
Mortgage Loans
       
U/W NCF DSCR
 
Cut-off Date
LTV Ratio
 
U/W NOI Debt Yield
 
U/W NCF Debt Yield
 
UW/NCF
DSCR
 
Cut-off Date
LTV Ratio
 
U/W NOI Debt Yield
 
U/W NCF Debt Yield
110 William Street
 
$141,500,000
 
$20,000,000
   
$161,500,000
 
1.35x
 
64.3%
 
9.6%
 
8.5%
 
1.11x
 
73.4%
 
8.4%
 
7.4%
Palm Creek Manufactured
Housing Park
 
$41,951,824
 
$3,000,000
   
$44,951,824
 
1.57x
 
64.5%
 
10.5%
 
10.4%
 
1.47x
 
69.2%
 
9.8%
 
9.7%
TNP Portfolio II
 
$26,000,000
 
$2,000,000
   
$28,000,000
 
1.41x
 
63.3%
 
11.1%
 
9.2%
 
1.26x
 
68.2%
 
10.3%
 
8.5%
Crossroads Marketplace
 
$8,980,912
 
$800,325
   
$9,781,237
 
1.53x
 
70.2%
 
11.4%
 
10.3%
 
1.34x
 
76.4%
 
10.5%
 
9.5%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
15

 
 
UBS-B 2012-C2
 
OVERVIEW OF MORTGAGE POOL CHARACTERISTICS
 
Previous Securitization History(1)
 
Mortgage Loans
 
Mortgage Loan
Seller
 
City, State
 
Property Type
 
Cut-off Date
Balance
 
% of Initial
Outstanding
Pool Balance
 
Previous
Securitization (if Applicable)(2)
110 William Street
 
UBSRES / Barclays Bank PLC
 
New York, NY
 
Office
 
$141,500,000
 
11.6%
   
LBFRC 2005-LLFA; LBCMT 2007-C3
Crystal Mall
 
UBSRES
 
Waterford, CT
 
Retail
 
$95,000,000
 
7.8%
   
CSFB 2002-CKS4
Louis Joliet Mall
 
Barclays Bank PLC
 
Joliet, IL
 
Retail
 
$85,000,000
 
7.0%
   
LBUBS 2004-C1
Southland Center Mall
 
Barclays Bank PLC
 
Taylor, MI
 
Retail
 
$78,750,000
 
6.5%
   
CSFB 2005-C3
Pierre Bossier Mall
 
Barclays Bank PLC
 
Bossier City, LA
 
Retail
 
$48,388,591
 
4.0%
   
LBUBS 2003-C5
Westgate Mall
 
KeyBank National Association
 
Spartanburg, SC
 
Retail
 
$40,000,000
 
3.3%
   
SBMS 2002-Key2
909 Third Avenue Net Lease
 
UBSRES
 
New York, NY
 
Net Lease
 
$38,633,447
 
3.2%
   
MSC 2004-HQ4
National Hotel Miami Beach
 
UBSRES
 
Miami Beach, FL
 
Hospitality
 
$26,445,911
 
2.2%
   
JPMCC 2007-LDPX
Mall Park Center
 
Barclays Bank PLC
 
Elizabethtown, KY
 
Retail
 
$17,428,642
 
1.4%
   
WBCMT 2003-C3
Home Depot Gardena
 
AMF II
 
Gardena, CA
 
Retail
 
$14,981,742
 
1.2%
   
MLMT 2005-MCP1
Fairway Centre Retail
 
UBSRES
 
Pasadena, TX
 
Retail
 
$12,958,050
 
1.1%
   
LBUBS 2003-C1
Shaw’s Plaza Brockton
 
AMF II
 
Brockton, MA
 
Retail
 
$11,300,000
 
0.9%
   
CSFB 2002-CKS4
Coopers Mill Apartments
 
UBSRES
 
Webster, TX
 
Multifamily
 
$11,186,831
 
0.9%
   
BACM 2003-1; CWCI 2007-C3
Florida Multifamily Portfolio
 
Barclays Bank PLC
 
Various, FL
 
Multifamily
 
$7,684,849
 
0.6%
   
PNCMA 1999-CM1, SOVC 2007-C1
Silver Crossing Shopping Center
 
UBSRES
 
Ocoee, FL
 
Retail
 
$6,927,318
 
0.6%
   
GECMC 2002-2A
Hammondell & Bonnett Lake MHC
 
UBSRES
 
Various, FL
 
MHC
 
$3,594,252
 
0.3%
   
CSMC 2006-C1
38th Street Plaza
 
UBSRES
 
Phoenix, AZ
 
Retail
 
$3,094,074
 
0.3%
   
CSFB 2002-CP5
Bryan Station Shopping Center
 
UBSRES
 
Lexington, KY
 
Retail
 
$2,537,059
 
0.2%
   
GSMS 1998-C1
Town & Country Shopping Center
 
UBSRES
 
Hamilton, OH
 
Retail
 
$2,394,906
 
0.2%
   
MLMT 2002-MW1
Total
             
$647,805,673
 
53.3%
     
(1)
The previously securitized mortgage loans referred to in the table above were loans secured by substantially the same properties that secure the mortgage loans included in this transaction.  The performance of any of the mortgage loans listed above in a prior securitization may not be indicative of the performance of any of the mortgage loans included in this transaction.  In addition, in certain cases, the borrower entity and/or the loan sponsor may have changed.  Payment history of a prior mortgage loan may or may not be useful in predicting the performance of any mortgage loan in this transaction.
(2)
A prior loan (or portion thereof) secured by substantially the same mortgaged property or properties was included in the indicated securitization transaction(s).
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
16

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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17

 
 
110 William Street
New York, NY 10038
Collateral Asset Summary
110 William Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$141,500,000
64.3%
1.35x
9.6%
 
(GRAPHIC)
 
The depositor has filed a registration statement (including the prospectus) with the SEC (SEC File No. 333-177354) for the offering to which this communication relates.  Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor or UBS Securities LLC, any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling toll-free 1-877-713-1030. The offered certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more classes of certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis.  You understand that, when you are considering the purchase of the offered certificates, a contract of sale will come into being no sooner than the date on which the relevant class has been priced and we have verified the allocation of certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.
 
 
18

 
 
110 William Street
New York, NY 10038
Collateral Asset Summary
110 William Street
Cut-off Date Balance:
Cut-off Date LTV:
U/W NCF DSCR:
U/W NOI Debt Yield:
$141,500,000
64.3%
1.35x
9.6%
 
Mortgage Loan Information
 
Property Information
Loan Seller(1):
UBSRES / Barclays Bank PLC
 
Single Asset / Portfolio:
Single Asset
Loan Purpose:
Refinance
   
Property Type:
Office – CBD
    Sponsor:
Longwing Incorporated and Kent M.
 
Collateral:
Fee Simple
Swig
   
Location:
New York, NY
Borrower:
110 William, LLC
   
Year Built / Renovated:
1918 & 1959 / 2007-2009
Original Balance:
$141,500,000
   
Total Sq. Ft.(7):
874,726
Cut-off Date Balance:
$141,500,000
   
Property Management:
Swig Equities, LLC
% by Initial UPB:
11.6%
   
Underwritten NOI:
$13,595,771
Interest Rate:
4.780%
   
Underwritten NCF:
$12,021,992
Payment Date:
6th of each month
   
Appraised Value:
$220,000,000
First Payment Date:
August 6, 2012
   
Appraisal Date:
June 1, 2012
Maturity Date:
July 6, 2017
       
    Amortization:
Interest only for 24 months; 360
months thereafter
 
Historical NOI
 
Most Recent NOI:
$13,601,159 (T-12 April 30, 2012)
Additional Debt(2):
$20,000,000 mezzanine loan
   
2nd Most Recent NOI:
$13,036,224 (December 31, 2011)
Call Protection:
L(24), D(31), O(5)
   
3rd Most Recent NOI:
$9,381,936 (December 31, 2010)
Lockbox / Cash Management(3):
Hard / In Place