0000914121-14-000406.txt : 20140829 0000914121-14-000406.hdr.sgml : 20140829 20140828193824 ACCESSION NUMBER: 0000914121-14-000406 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20131231 0000850779 0001556463 FILED AS OF DATE: 20140829 DATE AS OF CHANGE: 20140828 Commercial mortgages FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFRBS Commercial Mortgage Trust 2012-C6 CENTRAL INDEX KEY: 0001542830 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-172366-02 FILM NUMBER: 141073075 BUSINESS ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 BUSINESS PHONE: 7043832556 MAIL ADDRESS: STREET 1: 301 SOUTH COLLEGE STREET CITY: CHARLOTTE STATE: NC ZIP: 28228-0166 10-K/A 1 we31246226-10ka1.htm FORM 10-K/A (AMENDMENT NO. 1) we31246226-10ka1.htm
 
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                  FORM 10-K/A
                                                                                  (Amendment No. 1)
 
 
(Mark one)
 
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the fiscal year ended December 31, 2013
 
    OR
 
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
    For the transition period from ____________ to ____________
 
 
 
    Commission file number: 333-172366-02
 
    WFRBS Commercial Mortgage Trust 2012-C6
    (exact name of issuing entity as specified in its charter)
 
    Commission file number of depositor: 333-172366
 
    Wells Fargo Commercial Mortgage Securities, Inc.
    (exact name of the depositor as specified in its charter)
 
    Wells Fargo Bank, N.A.
    C-III Commercial Mortgage LLC
    The Royal Bank of Scotland
    Basis Real Estate Capital II, LLC
    Liberty Island Group I LLC
    (exact name of the sponsors as specified in its charter)
 
 
 
New York                                38-3867659
(State or other jurisdiction of         38-3867660
incorporation or organization)          38-3867661
                                        (I.R.S. Employer
                                        Identification No.)
 
 
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD                                 21045
(Address of principal executive              (Zip Code)
offices)
 
 
Telephone number, including area code: (410) 884-2000
 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
NONE.
 
 
 
Securities registered pursuant to Section 12(g) of the Act:
 
NONE.
 
 
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
 
Yes ___     No  X
 
 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
 
Yes ___     No  X
 
 
 
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes  X      No ___
 
 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
Not applicable.
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
 
Not applicable.
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes ___     No  X
 
 
 
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
 
Not applicable.
 
 
 
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
 
Not applicable.
 
 
 
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
 
Not applicable.
 
 
 
DOCUMENTS INCORPORATED BY REFERENCE
 
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
 
Not applicable.
 
 
EXPLANATORY NOTE
 
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on March 31, 2014 (the “Original Form 10-K”) is (i) to file as Exhibit 99.7 the Primary Servicing Agreement, dated as of April 1, 2012, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc. (“Prudential”), as Primary Servicer and (ii) to file a report on assessment of compliance with servicing criteria, attestation report on assessment of compliance with servicing criteria and servicer compliance statement for Prudential.
 
Prudential is the primary servicer for seven (7) Mortgage Loans pursuant to the Primary Servicing Agreement.
 
 
                                     PART I
 
Item 1.      Business.
 
             Omitted.
 
 
Item 1A.     Risk Factors.
 
             Omitted.
 
 
Item 1B.     Unresolved Staff Comments.
 
             None.
 
 
Item 2.      Properties.
 
             Omitted.
 
 
Item 3.      Legal Proceedings.
 
             Omitted.
 
 
Item 4.      Mine Safety Disclosures.
 
             Omitted.
 
 
 
 
                                     PART II
 
Item 5.      Market for Registrant's Common Equity, Related Stockholder
             Matters and Issuer Purchases of Equity Securities.
 
             Omitted.
 
 
Item 6.      Selected Financial Data.
 
             Omitted.
 
 
Item 7.      Management's Discussion and Analysis of Financial Condition and
             Results of Operations.
 
             Omitted.
 
 
Item 7A.     Quantitative and Qualitative Disclosures About Market Risk.
 
             Omitted.
 
 
Item 8.      Financial Statements and Supplementary Data.
 
             Omitted.
 
 
Item 9.      Changes in and Disagreements With Accountants on Accounting and
             Financial Disclosure.
 
             Omitted.
 
 
Item 9A.     Controls and Procedures.
 
             Omitted.
 
 
Item 9B.     Other Information.
 
             None.
 
 
 
 
                                    PART III
 
Item 10.     Directors, Executive Officers and Corporate Governance.
 
             Omitted.
 
 
Item 11.     Executive Compensation.
 
             Omitted.
 
 
Item 12.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters.
 
             Omitted.
 
 
Item 13.     Certain Relationships and Related Transactions, and Director
             Independence.
 
             Omitted.
 
 
Item 14.     Principal Accounting Fees and Services.
 
             Omitted.
 
 
 
 
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
 
 
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
 
No single obligor represents 10% or more of the pool assets held by the issuing entity.
 
 
 
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
 
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114 (a) of Regulation AB.
 
 
 
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
 
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
 
 
 
Item 1117 of Regulation AB, Legal Proceedings.
 
The registrant knows of no material pending legal proceedings involving the Trust and all parties related to such Trust, other than routine litigation incidental to the duties of those respective parties.
 
 
 
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
 
The information regarding this Item has been previously filed in a 424(b)(5) filing dated April 2, 2012.
 
 
 
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
 
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.
 
Material Instances of Noncompliance by National Tax Search, LLC
 
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all asset-backed securities related to bank accounts, including custodial accounts and related clearing accounts. These reconciliations (B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specificied in the transaction agreement and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specificied in transaction agreements.
 
Noncompliance
During the reporting period, certain reconciliations were not completed within 30 calendar days after the bank statement cutoff date. Certain reconciling items lacked proper explanations and were not resolved within 90 day calendar days of their original identification.
 
Remediation
Management corrected the timeliness of reconciliations within the Period and Plante Moran auditors have reviewed, under an agreed-upon procedures engagement, the compliance with the servicing criteria of section 1122(d)(2)(vii), attributes B & D, as defined above, as of January 31, 2014, noting no matters of concern.
 
In the first quarter of 2014 Management will also complete installation of a Treasury Workstation system, which allows for the automation of daily reconciliation allowing for review and research throughout the month instead of the days after a bank statement cutoff date. This daily reconciliation will be accompanied by proper explanation of all reconciling items. Management will review any items that require resolution and reporting will provide aging of items at 30, 45 and 60 day levels to prevent exceeding the 90 calendar day requirement.
 
Item 1123 of Regulation AB, Servicer Compliance Statement.
 
The servicer compliance statements are attached hereto under Item 15.
 
 
 
                               Part IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
(a) Exhibits.
 
(4.1) Pooling and Servicing Agreement, dated as of April 1, 2012, incorporated by reference from Exhibit 4.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(31) Rule 13a-14(d)/15d-14(d) Certification.
 
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
 
33.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.1 to the Original Form 10-K and incorporated by reference herein)
33.2 Deutsche Bank Trust Company Americas as Trustee (filed as Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein)
33.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)
33.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 33.6 to the Original Form 10-K and incorporated by reference herein)
33.7 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.7 to the Original Form 10-K and incorporated by reference herein)
33.8 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.9 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 33.9 to the Original Form 10-K and incorporated by reference herein)
33.10 Prudential Asset Resources, Inc., as Primary Servicer
 
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
 
34.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)
34.2 Deutsche Bank Trust Company Americas as Trustee (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)
34.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer (filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)
34.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 34.6 to the Original Form 10-K and incorporated by reference herein)
34.7 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.7 to the Original Form 10-K and incorporated by reference herein)
34.8 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.9 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 34.9 to the Original Form 10-K and incorporated by reference herein)
34.10 Prudential Asset Resources, Inc., as Primary Servicer
 
(35) Servicer compliance statement.
 
35.1 Deutsche Bank Trust Company Americas as Trustee (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by reference herein)
35.2 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer (filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.3 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)
35.4 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 35.4 to the Original Form 10-K and incorporated by reference herein)
35.5 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 35.5 to the Original Form 10-K and incorporated by reference herein)
35.6 Prudential Asset Resources, Inc., as Primary Servicer
 
 
 
(99.1) Mortgage Loan Purchase Agreement, dated March 16, 2012, between Wells Fargo Bank, National Association and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.2) Mortgage Loan Purchase Agreement, dated March 16, 2012, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.2 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.3) Mortgage Loan Purchase Agreement, dated March 16, 2012, between Liberty Island Group I LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.3 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.4) Mortgage Loan Purchase Agreement, dated March 16, 2012, between C-III Commercial Mortgage LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.4 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.5) Mortgage Loan Purchase Agreement, dated March 16, 2012, between Basis Real Estate Capital II, LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.5 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.6) Mortgage Loan Purchase Agreement, dated March 16, 2012, between RBS Financial Products Inc. and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.6 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.7) Primary Servicing Agreement, dated as of April 1, 2012, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer incorporated by reference from Exhibit 99.7 of the issuing entity's Current Report on Form 8-K/A filed with the Commission on August 29, 2014.
 
(b) Not applicable.
 
(c) Omitted.
 
 
 
                          SIGNATURES
 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Wells Fargo Commercial Mortgage Securities, Inc.
(Depositor)
 
 
/s/ Anthony Sfarra
Anthony Sfarra, President
(senior officer in charge of securitization of the depositor)
 
 
Date:   August 29, 2014
 
 
 
Exhibit Index
 
Exhibit No.
 
 
(4.1) Pooling and Servicing Agreement, dated as of April 1, 2012, incorporated by reference from Exhibit 4.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(31) Rule 13a-14(d)/15d-14(d) Certification.
 
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
 
33.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.1 to the Original Form 10-K and incorporated by reference herein)
33.2 Deutsche Bank Trust Company Americas as Trustee (filed as Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein)
33.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)
33.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 33.6 to the Original Form 10-K and incorporated by reference herein)
33.7 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.7 to the Original Form 10-K and incorporated by reference herein)
33.8 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 33.8 to the Original Form 10-K and incorporated by reference herein)
33.9 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 33.9 to the Original Form 10-K and incorporated by reference herein)
33.10 Prudential Asset Resources, Inc., as Primary Servicer
 
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
 
34.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)
34.2 Deutsche Bank Trust Company Americas as Trustee (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)
34.3 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer (filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)
34.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 34.6 to the Original Form 10-K and incorporated by reference herein)
34.7 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.7 to the Original Form 10-K and incorporated by reference herein)
34.8 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 34.8 to the Original Form 10-K and incorporated by reference herein)
34.9 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 34.9 to the Original Form 10-K and incorporated by reference herein)
34.10 Prudential Asset Resources, Inc., as Primary Servicer
 
(35) Servicer compliance statement.
 
35.1 Deutsche Bank Trust Company Americas as Trustee (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by reference herein)
35.2 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer (filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.3 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)
35.4 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 35.4 to the Original Form 10-K and incorporated by reference herein)
35.5 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 35.5 to the Original Form 10-K and incorporated by reference herein)
35.6 Prudential Asset Resources, Inc., as Primary Servicer
 
 
(99.1) Mortgage Loan Purchase Agreement, dated March 16, 2012, between Wells Fargo Bank, National Association and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.2) Mortgage Loan Purchase Agreement, dated March 16, 2012, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.2 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.3) Mortgage Loan Purchase Agreement, dated March 16, 2012, between Liberty Island Group I LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.3 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.4) Mortgage Loan Purchase Agreement, dated March 16, 2012, between C-III Commercial Mortgage LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.4 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.5) Mortgage Loan Purchase Agreement, dated March 16, 2012, between Basis Real Estate Capital II, LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.5 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.6) Mortgage Loan Purchase Agreement, dated March 16, 2012, between RBS Financial Products Inc. and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.6 of the issuing entity's Current Report on Form 8-K filed with the Commission on June 22, 2012.
 
(99.7) Primary Servicing Agreement, dated as of April 1, 2012, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer incorporated by reference from Exhibit 99.7 of the issuing entity's Current Report on Form 8-K/A filed with the Commission on August 29, 2014.
EX-31 2 we31246226-ex31.htm RULE 13A-14(D)/15D-14(D) CERTIFICATION we31246226-ex31.htm
 
EX-31 Rule 13a-14(d)/15d-14(d) Certification.
 
I, Anthony Sfarra, certify that:
 
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of the WFRBS Commercial Mortgage Trust 2012-C6 (the “Exchange Act periodic reports”);
 
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
 
4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and
 
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
 
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer, Deutsche Bank Trust Company Americas as Trustee, Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer, National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer, Pentalpha Surveillance LLC as Trust Advisor, Rialto Capital Advisors, LLC as Special Servicer and Prudential Asset Resources, Inc., as Primary Servicer,.
 
Dated:   August 29, 2014
 
 
/s/ Anthony Sfarra
Signature
 
President
(senior officer in charge of securitization of the depositor)
EX-33.10 3 we31246226-ex33_10.htm PRUDENTIAL REPORT ON ASSESSMENT OF COMPLIANCE we31246226-ex33_10.htm
 
EXHIBIT 33.10
 
 
 
 
 
 
 
Prudential Asset Resources, Inc., a
Subsidiary of PMCC Holding Company
Regulation AB Report of Independent
Registered Public Accounting Firm
December 31, 2013
 
 
 
 
 
 
 
 

 
 
 
Certification Regarding Compliance with Applicable Servicing Criteria
 
To PricewaterhouseCoopers LLP

1.   Prudential Asset Resources, Inc. (the "Servicer") is responsible for assessing compliance by it with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB (the "Servicing Criteria"), as of and for the year ended December 31, 2013, as set forth in Exhibit A hereto in connection with commercial mortgage securities transactions for the mortgage loan securitizations listed in Exhibit C:

2.   Except as set forth in paragraph 3 below, the Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the Servicing Criteria;

3.   The criteria described as such on Exhibit A hereto are inapplicable to the Servicer based on the activities it performs with respect to commercial mortgage securities transactions involving mortgage loans, also the Servicer has identified specific servicing criteria for which no transaction activity occurred;

4.   The Servicer has engaged certain vendors, which are not deemed to be servicers as defined in Item 1101(j) of Regulation AB (the "Vendors"), to perform specific and limited activities or activities scripted by the Servicer as of and during the Reporting Period, and the Servicer elects to take responsibility for assessing compliance with the Servicing Criteria or portion of the Servicing Criteria applicable to such Vendors as set forth in Exhibit A hereto (such criteria, the "Applicable Servicing Criteria Performed by Vendor(s)").

The Servicer has policies and procedures in place designed to provide reasonable assurance that the Vendor's activities comply in all material respects for purposes of Regulation AB with the Applicable Vendor Servicing Criteria. The Servicer (i) has not identified and is not aware of any material instance of noncompliance by the Vendors with the Applicable Vendor Servicing Criteria that would affect the Servicer's compliance and (ii) has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendor with the Applicable Servicing Criteria Performed by Vendor(s) as of December 31, 2013 and for the Reporting Period.

5.   The Servicer has complied, in all material respects, with the Servicing Criteria as of and for the year ending December 31, 2013; and

6.   PricewaterhouseCoopers LLP has issued an attestation report with respect to the Servicer's assessment of compliance with the Servicing Criteria as of and for the year ended December 31, 2013, which attestation report is included in Exhibit B attached hereto. This Certification is being provided to PricewaterhouseCoopers LLP in fulfillment of its requirement for issuance of the final report.

March 10, 2014

 
 
 
 

 
 
 
Prudential Asset Resources, Inc.        
         
         
/s/ Hal E. Collett
   
 
 
Hal E. Collett, President
   
 
 
 
   
 
 
         
/s/ Keith A. Kehlbeck
   
 
 
Keith A. Kehlbeck, Vice President
   
 
 
 
   
 
 
 
 
 
 
 
 
 
 

 
 
 
EXHIBIT A
 
 
 SERVICING CRITERIA
 APPLICABLE
SERVICING
CRITERIA
 INAPPLICABLE
SERVICING
CRITERIA
  Reference   Criteria
Performed
by
Servicer
Performed
by
Vendor(s)
 
  General Servicing Considerations
  1122(d)(1)(i)   Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.  Y    
  1122(d)(1)(ii)   If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities.  Y    
  1122(d)(1)(iii)   Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.      N/A
  1122(d)(1)(iv)   A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.  Y    
  Cash Collection and Administration
  1122(d)(2)(i)   Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.  Y    
  1122(d)(2)(ii)   Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.  Y    
  1122(d)(2)(iii)   Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.  Y    
  1122(d)(2)(iv)   The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.  Y    
  1122(d)(2)(v)   Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federally insured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.  Y    
  1122(d)(2)(vi)   Unissued checks are safeguarded so as to prevent unauthorized access.  Y    
 
 
 
 
 

 
 
 
EXHIBIT A
 
 
 SERVICING CRITERIA
 APPLICABLE
SERVICING
CRITERIA
 INAPPLICABLE
SERVICING
CRITERIA
  Reference   Criteria
Performed
by
Servicer
Performed
by
Vendor(s)
 
  1122(d)(2)(vii)  
Reconciliations are prepared on a monthly basis for all commercial mortgage securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.
  Y    
  Investor Remittances and Reporting
  1122(d)(3)(i)  
Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with the investors' or the trustee's records as to the total unpaid principal balance and number of mortgage loans serviced by the Servicer.
Y for
(A&B)
   N/A for (C&D)
  1122(d)(3)(ii)  
Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
     N/A
  1122(d)(3)(iii)  
Disbursements made to an investor are posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements.
     N/A
  1122(d)(3)(iv)  
Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.
     N/A
  Pool Asset Administration
  1122(d)(4)(i)  
Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.
 Y    
  1122(d)(4)(ii)  
Mortgage loan and related documents are safeguarded as required by the transaction agreements.
 Y    
 
 
 
 
 

 
 
 
EXHIBIT A
 
 
 SERVICING CRITERIA
 APPLICABLE
SERVICING
CRITERIA
 INAPPLICABLE
SERVICING
CRITERIA
  Reference   Criteria
Performed
by
Servicer
Performed
by
Vendor(s)
 
  1122(d)(4)(iii)  
Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
 Y    
  1122(d)(4)(iv)  
Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer's obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.
Y    
  1122(d)(4)(v)  
The Servicer's records regarding the mortgage loans agree with the Servicer's records with respect to an obligor's unpaid principal balance.
 Y    
  1122(d)(4)(vi)  
Changes with respect to the terms or status of an obligor's mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.
 Y    
  1122(d)(4)(vii)  
Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.
 Y#2    
  1122(d)(4)(viii)  
Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity's activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
 Y    
  1122(d)(4)(ix)  
Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.
 Y#1    
 
 
 
 
 

 
 
 
EXHIBIT A
 
 
 SERVICING CRITERIA
 APPLICABLE
SERVICING
CRITERIA
 INAPPLICABLE
SERVICING
CRITERIA
  Reference   Criteria
Performed
by
Servicer
Performed
by
Vendor(s)
 
  1122(d)(4)(x)  
Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor's mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.
 Y    
  1122(d)(4)(xi)  
Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
Y  Y#3  
  1122(d)(4)(xii)  
Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicer's funds and not charged to the obligor, unless the late payment was due to the obligor's error or omission.
 Y    
  1122(d)(4)(xiii)  
Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the Servicer, or such other number of days specified in the transaction agreements.
 Y    
  1122(d)(4)(xiv)  
Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
 Y    
  1122(d)(4)(xv)  
Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.
     N/A
 


 
 

 
 
 
EXHIBIT A

 
Y = Yes

Y#l = There are no variable rate loans applicable to this servicing criteria within the RegAB platform. Any adjustments to interest rates would have been computed based on related mortgage loan documents.

Y#2 = There is currently one transaction during the year that applied to this servicing criteria within the Reg AB platform where PAR was named the special servicer. (e.g. Washington Hilton in IQ15).

Y#3 = The only third party vendor to whom this applies is National Tax Search, LLC (NTS). In December 2010 PAR transferred to the vendor the process of paying property taxes to the local government taxing authorities.  Payment is made only after review, authorization and transfer of funds is completed by PAR. Policies and procedures are in place to monitor this vendor.

N/A = Not applicable, as the criteria is not the responsibility of the master servicer.


 
 

 


Exhibit B

(logo) pwc


Report of Independent Registered Public Accounting Firm


To Prudential Asset Resources, Inc.:

We have examined management's assertion, included in the accompanying Certification Regarding Compliance with Applicable Servicing Criteria, that Prudential Asset Resources, Inc. (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the commercial mortgage securities transactions included in Exhibit C (the "Platform"), as of December 31, 2013 and for the year then ended excluding criteria 1122(d)(1)(iii), 1122(d)(3)(i) (C) & (D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by it with respect to the servicing Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2013 for the Platform is fairly stated, in all material respects.


/s/ PricewaterhouseCoopers LLP

March 10, 2014
 
 
 
 
 
     PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
     T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us
 
 

 
 

 
 

EXHIBIT C

List of Commercial Mortgage-Backed Security Transactions


1.     Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ12 ("MSCI 2006-IQ12")

2.     Merrill Lynch Mortgage Trust 2006-C2, Commercial Mortgage Pass-Through Certificates, Series 2006-C2 ("MLMT 2006-C2")

3.     Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR11 ("BSCMS 2006-PWR11")

4.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR12 ("BSCMS 2006-PWR12")

5.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR13 ("BSCMS 2006-PWR13")

6.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR14 ("BSCMS 2006-PWR14")

7.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR15 ("BSCMS 2007-PWR15")

8.     Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14 ("MSCI 2007-IQ14")

9.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR16 ("BSCMS 2007-PWR16")

10.   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, 2007-IQ15 ("MSCI 2007-IQ15")

11.   Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR17 ("BSCMS 2007-PWR17")

12.   Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR18 ("BSCMS 2007-PWR18")

13.   WFRBS Commercial Mortgage Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 2012-C6

14.   WFRBS Commercial Mortgage Trust 2012-C7, Commercial Mortgage Pass-Through Certificates, Series 2012-C7

15.   WFRBS Commercial Mortgage Trust 2012-C8, Commercial Mortgage Pass-Through Certificates, Series 2012-C8

16.   WFRBS Commercial Mortgage Trust 2012-C9, Commercial Mortgage Pass-Through


 
 

 


EXHIBIT C


        Certificates, Series 2012-C9

17.   WFRBS Commercial Mortgage Trust 2012-C10, Commercial Mortgage Pass-Through Certificates, Series 2012-C10

18.   WFRBS Commercial Mortgage Trust 2013-C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C11

19.   WFRBS Commercial Mortgage Trust 2013-C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C12

20.   WFRBS Commercial Mortgage Trust 2013-C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C13

21.   WFRBS Commercial Mortgage Trust 2013-C14, Commercial Mortgage Pass-Through Certificates, Series 2013-C14

22.   WFRBS Commercial Mortgage Trust 2013-C15, Commercial Mortgage Pass-Through Certificates, Series 2013-C15

23.   WFRBS Commercial Mortgage Trust 2013-C16, Commercial Mortgage Pass-Through Certificates, Series 2013-C16

24.   WFRBS Commercial Mortgage Trust 2013-C17, Commercial Mortgage Pass-Through Certificates, Series 2013-C17

25.   WFRBS Commercial Mortgage Trust 2013-C18, Commercial Mortgage Pass-Through Certificates, Series 2013-C18

26.   Commercial Mortgage Trust 2013-CCRE13, Commercial Mortgage Pass-Through Certificates, Series 2013-CCRE13
 
 
 
 

 
EX-34.10 4 we31246226-ex34_10.htm PRUDENTIAL ATTESTATION REPORT we31246226-ex34_10.htm
 
EXHIBIT 34.10
 
Exhibit B

(logo) pwc


Report of Independent Registered Public Accounting Firm


To Prudential Asset Resources, Inc.:

We have examined management's assertion, included in the accompanying Certification Regarding Compliance with Applicable Servicing Criteria, that Prudential Asset Resources, Inc. (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the commercial mortgage securities transactions included in Exhibit C (the "Platform"), as of December 31, 2013 and for the year then ended excluding criteria 1122(d)(1)(iii), 1122(d)(3)(i) (C) & (D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities performed by it with respect to the servicing Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion based on our examination.

Our examination was conducted in accordance with attestation standards of the Public Company Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about the Company's compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2013 for the Platform is fairly stated, in all material respects.


/s/ PricewaterhouseCoopers LLP

March 10, 2014


 
 
     PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017
     T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us
 
 
 

 


EXHIBIT C

List of Commercial Mortgage-Backed Security Transactions


1.     Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-IQ12 ("MSCI 2006-IQ12")

2.     Merrill Lynch Mortgage Trust 2006-C2, Commercial Mortgage Pass-Through Certificates, Series 2006-C2 ("MLMT 2006-C2")

3.     Bear Stearns Commercial Mortgage Securities II Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR11 ("BSCMS 2006-PWR11")

4.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR12 ("BSCMS 2006-PWR12")

5.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage     Pass-Through Certificates, 2006-PWR13 ("BSCMS 2006-PWR13")

6.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR14 ("BSCMS 2006-PWR14")

7.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR15 ("BSCMS 2007-PWR15")

8.     Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-IQ14 ("MSCI 2007-IQ14")

9.     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR16 ("BSCMS 2007-PWR16")

10.   Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, 2007-IQ15 ("MSCI 2007-IQ15")

11.   Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR17 ("BSCMS 2007-PWR17")

12.   Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, 2007-PWR18 ("BSCMS 2007-PWR18")

13.   WFRBS Commercial Mortgage Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 2012-C6

14.   WFRBS Commercial Mortgage Trust 2012-C7, Commercial Mortgage Pass-Through Certificates, Series 2012-C7

15.   WFRBS Commercial Mortgage Trust 2012-C8, Commercial Mortgage Pass-Through Certificates, Series 2012-C8

16.   WFRBS Commercial Mortgage Trust 2012-C9, Commercial Mortgage Pass-Through


 
 

 
 

EXHIBIT C


        Certificates, Series 2012-C9

17.   WFRBS Commercial Mortgage Trust 2012-C10, Commercial Mortgage Pass-Through Certificates, Series 2012-C10

18.   WFRBS Commercial Mortgage Trust 2013-C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C11

19.   WFRBS Commercial Mortgage Trust 2013-C12, Commercial Mortgage Pass-Through Certificates, Series 2013-C12

20.   WFRBS Commercial Mortgage Trust 2013-C13, Commercial Mortgage Pass-Through Certificates, Series 2013-C13

21.   WFRBS Commercial Mortgage Trust 2013-C14, Commercial Mortgage Pass-Through Certificates, Series 2013-C14

22.   WFRBS Commercial Mortgage Trust 2013-C15, Commercial Mortgage Pass-Through Certificates, Series 2013-C15

23.   WFRBS Commercial Mortgage Trust 2013-C16, Commercial Mortgage Pass-Through Certificates, Series 2013-C16

24.   WFRBS Commercial Mortgage Trust 2013-C17, Commercial Mortgage Pass-Through Certificates, Series 2013-C17

25.   WFRBS Commercial Mortgage Trust 2013-C18, Commercial Mortgage Pass-Through Certificates, Series 2013-C18

26.   Commercial Mortgage Trust 2013-CCRE13, Commercial Mortgage Pass-Through Certificates, Series 2013-CCRE13



 
EX-35.6 5 we31246226-ex35_6.htm PRUDENTIAL COMPLIANCE STATEMENT we31246226-ex35_6.htm
 
EXHIBIT 35.6
 
 
 
 
 
Prudential Asset Resources
 
Prudential Mortgage Capital Company
2100 Ross Avenue, Suite 2500, Dallas TX 75201
Tel 214 777-4500
 
A business of Prudential Financial, Inc.
 
 
 
Wells Fargo Bank, National Association
Commercial Mortgage Servicing,
MAC D1086-120
550 South Tryon Street, 14th Floor
Charlotte, North Carolina 28202
Attention: WFRBS 2012-C6 Asset Manager
 
RE: 
Multifamily Mortgage Pass-Through Certificates: Series WFRBS 2012-C6
Period:   January 1, 2013 to December 31, 2013
 
Annual Compliance Statement
 
I, Hal Collet, in my capacity as President and Managing Director of Prudential Asset Resources, Inc. (the "Company") hereby certify with regard to the Company's role as Sub-Servicer under the Sub-Servicing Agreement, (the "Agreement") dated as of February 1, 2012 pertaining to the above-referenced certificates, that:
 
(i)        a review of the activities of the Company under the Agreement during the period noted above, and of the performance of the Company under the Agreement during the relevant period has been made under my supervision, and
 
(ii)       to the best of my knowledge, based on such review, the Company has fulfilled all its obligations under the Agreement throughout the relevant period, and
 
(iii)      to the best of my knowledge, based on such review, the Company has fulfilled its obligations under its sub-servicing agreement in all material respects, and
 
(iv)      the Company has maintained an effective internal control system over the servicing of mortgage loans including the Loans serviced by the Company, and
 
(v)       the Company has not received any notice regarding qualification, or challenging the status of the Lower Tier REMIC or the Upper Tier REMIC as a REMIC, from the IRS or any other governmental agency or body.
 
Effective as of March 12, 2014
 
     
       
 
 
/s/ Hal Collett  
    Hal Collett   
    President and Managing Director  
    Prudential Asset Resources, Inc.  
 
 
GRAPHIC 6 prudential-logo.jpg begin 644 prudential-logo.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``34T`*@````@`!`$:``4` M```!````/@$;``4````!````1@$H``,````!``(```$Q``(````0````3@`` M``````!@`````0```&`````!4&%I;G0N3D54('8U+C`P`/_;`$,``0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`?_;`$,!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$! M`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`0$!`?_``!$(`$,` MY`,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/[^****`#'4^O7\*,U\B_M"_M>^$/@GK.C_``W\-^'/$'QC^//B MR#SO"'P6\`)#=>)+RVS@ZWXEOYF&F^"_"MN1FZ\0Z[)%`.%M8;IR5'SEXF\/ M?MF>)O#E]X\_:+_:D\`_L?\`P_7[/)<^%_A+I>BZCJ>@QSSK!:1:U\7/B"LU ML]],TT<-P-(T.UL?/)-NTB*A7Z#!<.XG$4J&(Q6(PV68;$M+"2Q;K2Q&,U45 M]3P&$HXG'5X2?NQK+#K#N:<%5Y_=/FL=Q-A<-5KX;!X;%9KB,+_O:P?L88;! MZ7:Q>.Q57#X.C**:E*DZ[KJ+4G2Y7<_47RL_#M[I0+8W_9GV!D#`+CE=N_ M'_!07]G(G5QJOA3]M/X;6&UM1T,:+8_##XZ6&F0`*T^B75A*_@SQE?["9Y;. M\M=(O;LQ-%:R^=(N[;_5_#59.CA,^RRKB[J,<)BJ>.RV=5O90K8W"TL)%N_N MQKXBBW=+XFHO"/$N+IP5?&OX5X7\`_VB?AE^T=X1E\5?#O5;EIM,OI=&\5^%-&[P+?Z+JUJX8-%,C07"#S[.XN;M%3 MIU:4E*$HOLULULXNSB[II-6%HHHK`Z`HHHH`****`"BBB@`HHHH`****`"BB MB@`HHHH`****`"BBB@`HHHH`*^6OVP/VA)?V(]4TKP' M\*/!X=O,\4?$;Q;)3O7ZEK\TOB MU;O\4_\`@I#^SIX"U&..\\*_`SX2>.?CC+9OG:GCK7]4@\#>%[Z1?NR'3M.. MJ3VQ8$QS7&Y"&W9]WAW"X?$YDJF,A[3!Y?A<7F>*HMN*KT\#0E7CAG):Q6*K M1I89R5FE6NKRLG\]Q-C<1A%&>)2>C>&HRJ M5TGHW3LVE=KVS]DG]F"U^`_AG4?%?C34?^$Z_:"^)SQ>(_C1\4M3C2;5-=U^ MY59VT/2I7:5],\'>'-W]F^'M&MI1;16MNEPZO/(2OX7_`/!3G]O76OB=^U%X M&_9.^&W_``AVC>&_@]\9?!>M^)O$GCW69K/P=XS^('A^XM]2T_PMXFEMK*Y& MC^&-*U)ET^]N'%TEU>7237+6MM#^[_9[_@H5^V-)^QK\%;3Q7X?\-1>-?B/X MV\1V7@?X=>#VN)8I-3UO4HY2]]Y%O!/S#^#3 MQ7K&M>)O%'B?Q!XFEGN?$>N^(=:U;Q!)=^8;G^V+_4+FXU&*X$K&57@NG>W\ MN0[X5B$;?<-?TEX#<`U^,LRS7C7B*G"K0A1K8;)?:V=/Z^X^QE7I86,XI8;+ MJ25"A#E5*,GRTN6>'37\S>/GB!A^"LMRC@CAV=>ABL\]C>,Y8*+C65&K MBI1E?$YA4O6KS;E5<4G4YHUG?^^^V_9UT'XE>&O#/Q&@\/7/[-OQT.F0S7'B M7X3:SI)N;"^($D]C?SZ;;CPS\0_"EU<8NEL/$FD75K?0NDDMO;7!9QQ^M?M* M?&;]FXQ:9^TM\+?$?Q"\)&1;?3_CO\!/"FH^)M,D@'R^=\1OAK;7%UXC\%WB M1(9KO4M#;Q#X=NI6;[*FFJ!:K_(5\*?^"E'[;OP9TK2=!\#_`!Z\1_V!H=I! MIVEZ)XGL](\8Z=9:?:J(H+"WB\1V6HF&VAB58H5CD!AC55C*[01^G?[-?_!7 M?_@H1\5;GQ'8:7\+_@Q\5M/\#Z%%XE\<:UKMW:_#6'0/#\EVFGKJ>IZ_J'BG M1/#%C!-=R"$>9:2.6WLL?EQOCAX@\!^-,FAB<5C:G#>=9)2J-T_:YI5RS%X6 ME4KJ-*&&QF.IVP_QQA"A7Q>*H<\FO95)\LY=?#WC]P5G#PF$P%/B/),\JT8Q MJ^SRVGF6#Q=6E2C*K4Q&#P=3]_[L).=:CA\/64(MJ<(KE7Z#?&KXW_`*3Q"O M[;/['WQ4\%:Q\5O`%O"/CE\*=-U2+0-<^-GPBT^13XATW6_!&LKI.M-XW\%6 M`GUKPMKUQI<=Y;+8W6DW,\]J\-LG["^`_&OA[XD^"O"WCWPI?PZIX:\8:#I? MB+1-0MV#PW>FZM9PWUI,C+P=T,R9]&R.U?$'PX^%_@C]L7X?1>(?VI_V1/AI MX;\1W,")97UGKW@+XBV&L:9=QL8M1\,>.?"-RVKV\D^"O"L$]IX?TF[U34=8;2[&6YFNDT^W MO=5N;N]-E:M,\5G#+<2"VMUC@C(C10/Q/B6ME7U2CERCC_[9RK%U,,ZE>M@, M=1>6^SC[/#?VG@IPCC'A:\9/#S^K0Y*5>5'G<:4(Q_`EDN; M82GBE##T<;@:JS'F2EB5EN+C.6%^LT6OK$?;RYJE.-7E4JDV_2:A`PU_P`;KH.M6]I>ZCKMWJ=O!J%A$2Z)>?N)I7:V\D;%6N!. M#O\`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`IOT-?SM?\%VM,TW0_@[X&^-OPZ\>^ M+M-\5:I\2M-^'VN2^%OB%KP\-WFBR^%/%FIM;S:!8ZLVB6VHV]YH]H_VNVM( M+IT>9+EI1)'L_6[]@N[NKS]C;]F^\O;F>[NKCX3>$9KBZNYI+BXGE?2X6>:> M>9FDED=B2[NS,Q.2:^TS+@]X#@S)^+XX]UHYIFF)RJ>7SP[46K'PV5\;+,>-LZX.E@(TI93EN&S..84\7&O2Q5'%3A"$ M535&#I2CS>_>WWDA0OFRRHFXL0H&[.2!U(IM]KNBZ9IL^LZCJVFV.DVUM+>3ZG= MWUM;V$-I!&99KF6\FD2WC@BC4R23/((XT!9F"C-4J-9\MJ51\\N2-H2]Z7\L M=-9>2U)>(H+FO6I+DCSS_>0]V'\\M=(_WGIYFH,#@?E^M(74$*6`8]`2`3], MU^4?['/[6VE?M/\`[8W[7%[X/\3S:I\*?A[HOP[\#^##_:+MH.K7NFW.N2^( M/%6D6LCB$1ZM?W?V*"\B3_3++3;6X1FBFB9O%/VV_P!EO]O/XL?MI_"CXH?` M3XO#P[\'M!C\(QS0P^.GT6T\%W6EZM+<>+Y]0\+I*O\`PD/_``DEBT4"BU@O MI)U06=W';Q11NWV=#@JI3SN>2YYFN$X=J0R>GFDZ^94ZT:<:E;`T,;1R^48K MFCB:D:ZII/:49)1E-*G+X?$<=TYY'#/,CRK%\0TJF=3RF%#+JE)U)4Z6-J8* MKCHN32="#I.HK;QE%\RA>:_N0!C-4],U[0]:1I='UC2]5C1BCOIU_:WJ*ZGE6:VED56'<$Y'&1VKXI4ZC MBYQA-P3]Z2C)Q3T6LM4MUUZKN?=>VIIQC*<(3DE:G*<5.[5[0<@X(QTQ]>^:_EN_X+V^';KX7^(OA1XY\"^,OB'X?U+XG M77BBW\7Z9:>._%!\/7KZ59:>UA227X0?"V65WDED^'G@MY'D9GD=V\.::7=W8EG=B%^*(9BL51XF>/C#"O"NA4P<\NJ4J5:,JGMZL:JE.HU"48P]V*DU>7*O MB,AXTEG/%O%7"E3+?JE;AB&7U)8I8GV\,9#,83JTG&G[&FZ3C3BG).4]79-I M7?IE%%%?$GW8#/<8_6OS:U^X_P"$2_X*D^!);I#':_%C]E7Q-HVGW+@K$^K> M`O'-KK%U8I)PKW']FZHMT(P2QBCD?&$S7Z2U^>?_``4-^&7Q#U3P%X(^/_P2 MTF37?C9^R_XL'Q*\'^'8?.+^,M`ELY=,\=>"&BM\2W/]O^'Y9!;Q;B$NK6*2 M-'G$0KZ/A:=)YG+!5ZL*%/-L#C--3\=?%KXF?&*+5;-_AG^PUX7_X0;PIHKF69_''[3WQ?TIK. MSTK3X?+,7VCPGH&II)?3%R\5['8+;H\P++^*'[=OPVT'X.?$[X;?"S2+:R76 MO"'[//P?3Q[J%LB)=:UX[UGP^VL:]J>M.G,VM32W48O)9<7#91Y1ELC]B/B_ MX`\>:K\-/AQX`_X5]XL\>:_X=^(4OQF\>Z'IMK>RCXV_MB?$C/BGPOX$DNI( M4C'@;X-V%[;ZMX^\27DR6&GQ:9:>'F=7DO1%^2'[87[,?Q=^&?Q-BTKQD/&/ MQ5^-?B'3/^$W^-6N^'O#VL:MX2T'Q/XFE-]9>$M"UFVLYEUJ;2-+:%-5NXI? MLMG.(]/LUD@A6=O[2\'L3@\OK9/EM3-:-"E@<)F6'PV!@TOK5*D\+&&.JR5N M6E+$?7\8ZE:T7/-:&&@Y5*$HT_X?\8\-CLRI9SF4,KQ%>KC\7@,1B,9*,I?5 M:M1U95,'3C)>]5C26!P2ITK2C#+,17DE"LI3^$!QCD8Y]1[^IS_2OZ`/^"=O M[+/BSXA_\$X/VR]<\'^'FUWX@_'J:'X=_#[3(M5T_1;C6;#P1>V#SPQZGJLU MO90PPZ[>:S)>&298_LMI*F3(RX\X_8D_X([^/?BS9Q_%O]J4ZK\'?@QIED^O M#PU*IM/B%XLTRSA:]FDEM&BGE\+:,]K&TCW-U;2:M=1%18Z?Y&M9@M4UOQ//"/BK^T5XXL=0A8W M+QVDEO:Z/J/B)Y[>&>ZO[B?[;-:W$LGJ>)7'>#XEA/A?A+'X>OB+LOKTL+F>69C@,JRRFN7-JU/&8;ZMB,P]C*G-4:5/#5YTL-[91GB,76P\ M(QY)N?%GB+P_IUWX9T^[TNSU;3?#\T-@]_/:7-[>JMX= M12^@F>T:"T8P#R[:(AA7\]O[:_AGXD0M\,/^"?7P'\*>,?%YT[Q'I^M_'+XC M1Z!JX7XR_M%^+)A)JFI:_P"(WMC!>Z-X7N+V?_2)9EL]/7S85+V=A:[/ZJOV M6/@9I/[-WP`^%WP8T@I*G@GPMI^GZC?)&J-J>N2Q_:]>U.4)A3+?ZK/=W+N, M!C(#CH*_!O%BODT^#\GQ^)PN`?$N>8NE4PF)I4Z<,>\EP5*HZV98SD]^%3.L M;7^M4Z55MPPLZ%%I5*,[?T#X/T<[7&&;X+#XS,8\-9'@ZE/%8:M.H\#_`&OC M)T%0R_!\[<*E/*,%06&G4I\O/756K\-6-_H*OY)O^"PEY)I__!3+]GG4(;"[ MU6:QTKX1WD>F6'DF_P!2>U^)4]PFGV`N9H+>ZNIHK:VMH9+BXN)W2.""&%&DFFEED*I'%%&K/)([*B("S$`$U_( M-_P5=^)?P^UK_@I=\!]=T?QGX:U71/"L/P>'B/5]-UBQO]-T7`,G[J!@SX(('S_@#"4N-<9/V]9'ZA?MS^! M?VN?V_\`P)X6^`?PZ^`.N?!;X?R^)])\1>.OB3\9O$?@VRE\K2(;A++2]'\, M^$?$'BK5;V!GO'O+BZ\J)WGM;2!$AB::8_*'_!4+]D;P#^R7_P`$^_@AIG@6 MYU*/QK\//'7ACP5=>/;&^U#2-3\06/B*S\:>(?$Z7=M9WBVRVNI>(S)JEO;R M+,]CD013E6D+_P!)7A;Q-X=\6:-::QX7U[2/$>E31JD>I:)J-IJEC)(L:,R+ M=64LT)=0P+)OWJ&&\`FOPZ_X+Y^.O!;?LGZ#X+3Q7X??Q>/C3X.NSX9CU:QE MUV.VMO#WBY[BYGTI)VOH+>%;RU9YYH$B`N;<;OWT>Z?#SBG-\5Q5P5PK0P\, MOR/!<24\77R["QQ+^LUJ\O98FOF,Z]6M4J_N'*DX2<*$*>GL]+F7B+PGE&"X M0XRXMKXNKF.?8[AN&#H9CBJE"/U>A1]G5H4,OIX>E2ITOWJ57F@I5IS5^?H> M/_LG?\$^=4_;(^&/[)O[7'Q$^-GCWPSXS\*SZ;-_8=GYNHVM]X*^'.L1:'X+ MT71[R;4K7_A&Y;BR\.KJ6JZC!::BVH7NL7MQ+"9V:5_"K33(?`'_``7BTCX? M>$KG4]'\%V?C'3;JW\-0:MJ.O!&O?L2_L]>'M"\5>'=3UW2/`(BU;1-/U:QN-6T^>SU2[@O MA>Z;%,;VW\BYD2.5Y8%022(-V77/XI_M">*-"^`__!=K2/B9\5]1@\%^`[O6 M/!6K1>*M9;[)HPTG4/A1:>%?[4DO)0L*:?9ZX)K+4+HMY5DUO/).R)&6'W/# MV;YGG'%_B?D6,;J8;`<*<:X/(,JCAZ5-4E''P6&HX6E3I0J5JD8-J@W[2I&# MDJ346T?#\0Y/E>3<'>%N?8*]/$YCQ7P5B^(,T>)JS]J_J=L16Q52=24*,)-+ MVR7)3(]'TS6-5CT MO4O$&L?%'5;/5-0EL7O'MD:_M[&W6YABC2"1E9S%ND!=>U;X?V?Q*?0[Z;3KSQ+JWC[6;>ULM*OY[=TEDT?2M&E MM[U;,R?9[J^U`RW,4C65JR?*_P#P4!^//PX^*7_!3K]G/XG>%/$%A?\`PP\- MZM\'M&MOB$DRKX3\00>'_B!<:OK^M:%J[$6FIZ)I,^J2:9LWH1>:T_#[/ZF M7PQD4YSSZBZ#PE.LJBUQ=&BZLX4ZC]K3E!.RG$^4SK-<5#">)SR?$U%E=?Q" MR"&/EA)RY(Y#436+J4O9N\<)5J^SC4G3M3J0GJW&9ZC_`,%L/V2/@U\`?V=_ M@YXD^#7A>+P'9CQ[I_@GQ!HFC75Y'I7B8-X/\1WVD:_KUG),\.I>(]+_`+(O M;:+7;E7U*:#6+R*>XD1U"^M_M(_M=^-_V6O^"4'[*UC\+M1ET3XA?%OP#X5\ M(Z7XBM2!?^&]%MO#/]H:_J^F.?\`5ZFT(M=,L;A,2V&M#'AK6=!T5 M=?O;1I(-)OM0JPL1Q?[7GPJNOVAO^"3?[*?C;X17% MGX]U/X`>&O#]UX[T?PS=1:QJFDZ#J7AN71M=DN-/L7FO([G1=3L;.XO;=X5E MCT^WU&YVF.V)'C\/T?KW"WA93XV56KAWQ_FL<2LTYN?7#XKZC#'>W]Y4ZN-5 M.G%5])4W"-G3LCU<_KO!<5>*=7@B5.G6?`64?5997R\G*JN%^NRP3HVBZE/" MJK*3HMRC)2E\:;+_`(DM?V,'_P""9<4&F?$/PG??M:VW@*P^*L/C.VU*YN/C M5>_%J26'Q'-:'Q)$K^(+C4&:1O#WV)+QH3;Q@+$)"9CT4/Q0UC]JS_@CQ\1/ MB7\9;35K_P"-'[/_`/;WA;1/'=\^JZ/XFEDTN;P]=Z?K[7,3V`=*\&> M.K#7-;TS3]1\-ZCX-L4T4P:A8W,R7@GO+.PMK^UCCADDNH[N-8E>8M&/$?VQ M?CAK/Q`_X)J_M'^-?B`[?XC7'B=/@?X?U&)_#?B/7_AI%J^E67@V_P!0 MT?5;Q]0GU[Q"B76N""*WMC'I.I:3YMG;R&0O\K0S?$/B.ED5?(\92KX;Q.PF M)I9MC<>JM>A]8QRH8G+([33K'4H;/5M:UC4KZ)+N?7H=4B6SL(K:&"*.27=ZO\`\$@M M,T7]I#]C3XY?#3XX:5#\2_"7PH\4RZKX%TOQ5-=:E#H,VM^$-2GE@L?-G+QV M=M+`\ME:,SV]K+H6K:Q:Z=<>#-'CM]1N--\W[9%93.C+'=-#]GD=61)"P*CC?^"!_B'0) M_@Q^U/X-CUS23XKUC4-+GTOPZ=0M%UG4;<>#M475W#&W$LD$4D<1 M&9"H()^IXEQ6+JY5XM.=2<7DG'N0U,H4%[+^S:%3'QI5JN"4%%T*=6@Y.M.E MRJJIU)S;?:[M_M%MY$T(WEXHV_>!U^0#;C(JM_P4P\'Z+\'_P#@I#\!-*^&W]J^ M$=(\8WWP^\3^(=(TK7-832]0UW4/B!=I?ZB;&2]DABFOQ_Q^1Q+'!,0&\L$G M/GG_``2=^.6B_LT:!^VTVN^)=(\)?$[3O!UC:^#/#>MM%_;.K>-=+N]2TFST M;3="F9+K5]2'B":SL_[+MHY)Y7E4>7Y>]UO?\%+?B'8ZO^W/^R/K'BCQ+X>D M\1Z#X'^"DGQ,EMKRT6V\/>)W\4"[UZWU1()I(M+DMKPW+S6DKJUG$-LH4+7T MU2ACZ_C3GF)JRJULIQ/#&)HX>G4E.>&J3IY!EU7GIPE>A**J5ERSBG^]DXIW M=G\[1Q.7X?P7R#"T:=.CFV&XIPM7$U81C3KTX5.(,72]G4G&U6,W3IMRC))> MR5_A6GZT_P#!2GX1_ME_$'XP_`;7?A':^!_%'[/_`(>B63XC^%OB'KGAZP\` MVM[)JUJ^I:[X\T'Q%J-C;>)=/B\/+<1Z6(8M0ETVX666"VBN95E/Y>?MM_$S MX7?LV_MT?LZ?$']B+Q/X2\.QZI%H6G?%#1OA)JUNG@+5+]O&FF:-/HVI:+HD MPT!HK[2-0N?M5G'#LE9+>XN$\^,,>Y_X*1_&VY\4?\%&/V?_`(??&OQ>T'[& MMO??#/7_`+%%JTO_``KCQ3H-_=WS^(O$FIW.G2G3=?6#4[>UT^[>5[M=+L87 MC58TN)?-\:_X*Z?%/X1^.?VF/V7KSX17WARZ^&'@+3]!T*#Q/X52QA\`R7,? MC_0]5U'3O#VHZY[A<11XVQ^58G%8;,,MXMX;H4WC\3[;'PKX:IAX5<3DM*,:=3`9;.FVI3E/ M$0KZZ4E9/ZL_X.)GWZ1^S&YXWZAXVZ=81V>IE;.>4K974JO';3G"RR(ZH24./Z-_V:TEE2.X@<%)[>1EFA<;)$1N*_,N-J5 M2'A)X7J=*I!TL5Q1"HI0E%TY3QM!Q4DU>/,D^7FW2;5TC]7X%KTJOB]XG3A4 MA-UBL-)O;A5+W7AV00:?<3+OTUHII1:'^9_QW\0OVP/A7K5YX;^)'Q&_:3\`Z MYIL[6U[IGBGQ[\2]%EBN%)#();K6X[6=B1P8)Y5/9NU?Z)?7Z&N,\7_#KP#X M_M4L?'/@GPIXQLXMWE6OB;P]I.NP1;QAS%%JEI=1QLW(/@)A.*\;7S7(>(LRX(;[7(-+L[%&93).]PX7(^7 MD9_MNL?V,_V4-/OAJ5G^SS\(8[P/Y@D;P)X=F7=G((@FL7MQR,X\K';`%?06 MB>']!\-6$.D>'=%TK0M,M01;Z=H^G6FF6-N#C(AM;*&"WBS@9V1KG'-?=YQ] M);)Y86I#(>`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`KIMQXI\-Z5K%U8QLV]XK6ZO+66X@@D<[I8(I5AE;YI(V(!'K M-!SVX]ZN&-QM*NL53Q>)IXJ/PXF%>K&NM+:58R53;1^]JM]S.>78"IAOJ=3! M86>$;3^K3P]*5"Z::?LI1<+II-/EW1Y!J'[/WP+U>ST;3]5^#?PMU.Q\.Z[$[>L_"3 MX7>(?!%H&=VA9&8FO1**'CL;S4I?6\3STI^TI2]O5O3J:RYZ-G>[W8E MEV7J-6"P.$4*T/95HK#TE&K3LH\E2*A:<;1BN62:T1XAH7[-7[/GAKPQ=>"] M#^"OPOT_PG?WL.IW_AZ+P/X;?2;_`%&V#K;7]]93:;)#>7MLLDBVUUY65HTED5"JR,#W5%.KC\=7YO;XS$UE4FZD_:UZM3GJ:/GE MS2ES3;BO?>NBUN%'+E3<:>O[N/+!6AJ_=6FKTU9\[ M+^R/^S`GBI/&R?`#X1CQ3'O3/&7PN^&OQ$&FKX^^'_@KQK_`&3Y_P#90\6>%M#\1#3?M`C%S]@& ML6-X+/[0(8A-]G\LRB.,.6"+CO:*=3,,?6G2J5<;BJM2A&,*-2IB*LYTH+3D MIRE-RA%+91:7D*GEF74:=6E2P&#ITZ[YJU.&&HQA5=[WJ1C!1F[Z^\F>5>'_ M`(&?!?PG-J%QX7^$OPU\.7&K:9/HNJ3Z%X%\+Z1-J6CW1!N=)OY+#2[>2\TV MX*J9[&X:2UF*J9(F(&&^&O@3\%/!>LVOB/P?\(OAGX6\06,=Q%9:WX<\">%M M#U>TBNXC;W<5MJ6F:5:WEO'M5?M4M%[3WO?MTYKVU\QQR[+X.DX8'"1="_L7'#TDZ5VF_9VC[EVDWRV MU/#9/V9_V>Y?'8^)TGP7^&C_`!!6\&I?\):_@S0&UP:IG>-5^W&Q,IU4-\ZZ MGDWP?#BXW`$6+_\`9O\`V>]3O;S4M2^!WPBO]0U"ZGOM0O[WX;^#KJ\OKVZD M::YO+RYGT62>ZNKF9WEGN)WDEFE9I)'9B37M5%:O,\RDX-X_&R=.FJ,&\36; MA2C\-.+<[QIJUE!>ZNUKF:RC*E&<5EN!49U'6G%86ARSJO5U)+DM*H[*\G>3 MZL\4\4?LX?`/QIXRN=)EM]-BNI466Z2T2%;B51),))/FKUZBI68Y@H4Z M:Q^,5.G. M%H\U2%.WLX3?)><867*I72LK'B$G[-'[.LWDB;X$_!Z7[-;QV=OYGPS\%O\` M9[2$NT-K#NT0^5;Q&61HH4VQH9'**-S9]%\(>!O!GP^TIM"\"^$O#?@W17NI MKY])\+:'IGA_3&O;G;]HO&L-)M;2U-U/L3S[@P^;+M4R.VT8ZJBLZN+Q5:"I MUL37JTXNZIU*M2<$][J,I-)]=%>^NYK1P."P]1UJ&$PU&JURNI3HTX5''16< MXQ4FK):-A1117.=84444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1 =110`4444`%%%%`!1110`4444`%%%%`!1110!_]D_ ` end