0001056404-13-000221.txt : 20130328 0001056404-13-000221.hdr.sgml : 20130328 20130328153448 ACCESSION NUMBER: 0001056404-13-000221 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 21 CONFORMED PERIOD OF REPORT: 20130328 FILED AS OF DATE: 20130328 DATE AS OF CHANGE: 20130328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WFRBS Commercial Mortgage Trust 2012-C9 CENTRAL INDEX KEY: 0001557805 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-177891-02 FILM NUMBER: 13723737 BUSINESS ADDRESS: STREET 1: 600 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036252756 MAIL ADDRESS: STREET 1: 600 STEAMBOAT RD CITY: GREENWICH STATE: CT ZIP: 06830 10-K 1 wcm12c09_10k-2012.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (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, 2012 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: 333-177891-02 WFRBS Commercial Mortgage Trust 2012-C9 (exact name of issuing entity as specified in its charter) RBS Commercial Funding Inc. (exact name of the depositor as specified in its charter) Wells Fargo Bank, N.A. The Royal Bank of Scotland plc Liberty Island Group I LLC C-III Commercial Mortgage LLC Basis Real Estate Capital II, LLC (exact name of the sponsors as specified in its charter) New York 38-3887015 (State or other jurisdiction of 38-3887016 incorporation or organization) 38-3887017 38-7064515 (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. 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 Disclosure. 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. The mortgage property securing the Chesterfield Towne Center mortgage loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The Net Operating Income of the significant obligor for the 2012 Fiscal Year End is $11,685,347.00. 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 provided in a prospectus supplement filed on October 30, 2012 pursuant to Rule 424(b)(5). 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. Attached as Schedule II to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this report is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criteria set forth in Item 1122(d). The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services division of Wells Fargo Bank (the "2012 Wells Assessment") for its platform (the "Platform"), discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. The 2012 Wells Assessment is attached to this Form 10-K as exhibit 33.7. There were no instances of noncompliance for the transaction to which this Form 10-K relates that led to Wells Fargo's determination that there was material instances of noncompliance at the platform level. The remainder of the paragraphs in this response to Item 1122 was provided by Wells Fargo Bank and references to the "Company" and "Management" in such paragraphs are references to Wells Fargo and its management. Material Instances of Noncompliance by the Company Management's assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows: * With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements. * With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Schedule B Management's Discussion on Material Instances of Noncompliance by the Company Disclosure: During the Period, Wells Fargo identified Payment Errors (as defined below) and Reporting Errors (as defined below) on certain residential mortgage-backed securities ("RMBS") transactions in the Platform. Although no individually identified error, in and of itself, was found to be material to the Platform, when the errors were considered in the aggregate, Management determined that, for Platform purposes, there were material instances of noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. For purposes of this Schedule B, the term "Payment Errors" means the identified payment errors that occurred during the Period and that, when considered in the aggregate, led to Management's determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB. For purposes of this Schedule B, the term "Reporting Errors" means the identified reporting errors that occurred during the Period and that, when considered in the aggregate, led to Management's determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(ii) of Regulation AB. The identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting. Scope of the Material Instances of Noncompliance: The identified Payment Errors and Reporting Errors that led to Management's determination that material instances of noncompliance with respect to the Platform had occurred were limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Management's determination that there were material instances of noncompliance for the Platform. In some instances, the identified Payment Errors which contributed to Management's determination that there were material instances of noncompliance for the Platform were also considered material to the transactions on which they occurred. None of the identified Reporting Errors which contributed to Management's determination that there were material instances of noncompliance for the Platform were considered material for a particular transaction. For all transactions in the Platform (including RMBS transactions with identified Payment Errors and Reporting Errors), Management delivered an Item 1123 certification to the extent it was required to do so pursuant to the requirements of the applicable transaction documents and Regulation AB. Where there was an identified Payment Error that was considered material for an individual transaction, the Item 1123 certification included a description of the nature and scope of such error. Remediation: Appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors that led to Management's determination that material instances of noncompliance with respect to the Platform had occurred. Further, adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors. Material Instance of Noncompliance by any Vendor NONE Material Deficiencies in Company's Policies and Procedures to Monitor Vendor's Compliance NONE 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 October 1, 2012, between RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Trimont Real Estate Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, and U.S. Bank National Association, as trustee. (Filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (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 33.2 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer 33.3 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer and Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 33.4 Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 33.5 TriMont Real Estate Advisors, Inc. as Trust Advisor 33.6 Wells Fargo Bank, N.A. as Master Servicer 33.7 Wells Fargo Bank, N.A. as Certificate Administrator 33.8 Wells Fargo Bank, N.A. as Custodian
(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 34.2 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer 34.3 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer and Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 34.4 Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 34.5 TriMont Real Estate Advisors, Inc. as Trust Advisor 34.6 Wells Fargo Bank, N.A. as Master Servicer 34.7 Wells Fargo Bank, N.A. as Certificate Administrator 34.8 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement. 35.1 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer 35.2 Wells Fargo Bank, N.A. as Master Servicer 35.3 Wells Fargo Bank, N.A. as Certificate Administrator
(99.1) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.2) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and Wells Fargo Bank, National Association. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.3) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC. (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.4) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty Island Group LLC. (Filed as Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.5) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC. (Filed as Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (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. RBS Commercial Funding Inc. (Depositor) /s/ Douglas Tiesi Douglas Tiesi, President and Managing Director (senior officer in charge of securitization of the depositor) Date: March 27, 2013 Exhibit Index Exhibit No. (4.1) Pooling and Servicing Agreement, dated as of October 1, 2012, between RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Trimont Real Estate Advisors, Inc., as trust advisor, Wells Fargo Bank, National Association, as certificate administrator, as tax administrator and as custodian, and U. S. Bank National Association, as trustee. (Filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (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 33.2 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer 33.3 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer and Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 33.4 Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 33.5 TriMont Real Estate Advisors, Inc. as Trust Advisor 33.6 Wells Fargo Bank, N.A. as Master Servicer 33.7 Wells Fargo Bank, N.A. as Certificate Administrator 33.8 Wells Fargo Bank, N.A. as Custodian
(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 34.2 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer 34.3 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer and Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 34.4 Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer 34.5 TriMont Real Estate Advisors, Inc. as Trust Advisor 34.6 Wells Fargo Bank, N.A. as Master Servicer 34.7 Wells Fargo Bank, N.A. as Certificate Administrator 34.8 Wells Fargo Bank, N.A. as Custodian
(35) Servicer compliance statement. 35.1 Midland Loan Services, Inc. a Division of PNC Bank, National Association as Special Servicer 35.2 Wells Fargo Bank, N.A. as Master Servicer 35.3 Wells Fargo Bank, N.A. as Certificate Administrator
(99.1) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc. (Filed as Exhibit 99.1 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.2) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and Wells Fargo Bank, National Association. (Filed as Exhibit 99.2 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.3) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and Basis Investment Group LLC. (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.4) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty Island Group LLC. (Filed as Exhibit 99.4 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein). (99.5) Mortgage Loan Purchase Agreement, dated as of October 16, 2012, between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC. (Filed as Exhibit 99.5 to the Registrant's Current Report on Form 8-K filed on March 4, 2013 and incorporated by reference herein).
EX-31 2 wcm12c09_31.txt EX-31 Rule 13a-14(d)/15d-14(d) Certification. WFRBS Commercial Mortgage Trust 2012-C9 (the "Trust") I, Douglas Tiesi, President and Managing Director of RBS Commercial Funding Inc., the depositor into the above-referenced Trust, certify that: 1.I have reviewed this annual report on Form 10-K, and all reports Form 10-D required to be filed in respect of periods included in the year covered by this annual report, of the Trust (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 annual 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 report, the servicers have fulfilled their obligations under the pooling and servicing agreement 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, 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 and Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer, Prudential Asset Resources, Inc. as Sub-Servicer for Wells Fargo Bank, N.A. as Master Servicer, TriMont Real Estate Advisors, Inc. as Trust Advisor, Wells Fargo Bank, N.A. as Master Servicer, Wells Fargo Bank, N.A. as Certificate Administrator and Wells Fargo Bank, N.A. as Custodian. Dated: March 27, 2013 /s/ Douglas Tiesi Signature President and Managing Director (senior officer in charge of securitization of the depositor) EX-33.1 3 wcm12c09_33-1.txt EX-33.1 REPORT ON ASSESSMENT OF COMPLIANCE CoreLogic Commercial Real Estate Services, Inc. (the "Asserting Party"), an indirect subsidiary of CoreLogic, Inc, is responsible for assessing compliance as of December 31, 2012, and for the period from January 1, 2012 through December 31, 2012 (the "Reporting Period") with the servicing criteria set forth in Title 17, Sections 229.1122(d)(l)(iv), (d)(2)(v), (d)(2)(vi), (d)(2)(vii), (d)(4)(xi), (d)(4)(xii) and (d)(4)(xiii) of the Code of Federal Regulations applicable to the Asserting Party (the "Applicable Servicing Criteria"). The servicing activities covered by this report include all loans for commercial mortgage loan outsourcing customers for which the Asserting Party served as the commercial tax service provider (the "Platform"). The Asserting Party has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2012, and for the Reporting Period with respect to the Platform taken as a whole. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of December 31, 2012, and for the Reporting Period. CORELOGIC COMMERCIAL REAL ESTATE SERVICES, INC. /s/Vicki Chenault Vicki Chenault, Senior Vice President February 6, 2013 Page 1 of 1 EX-33.2 4 wcm12c09_33-2.txt EX-33.2 (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES Report on Assessment of Compliance with Regulation AB Servicing Criteria Midland Loan Services ("Midland"), a division of PNC Bank, National Association, is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122 (d) of Regulation AB of the Securities and Exchange Commission ("Regulation AB"), as set forth in Appendix A hereto, relating to its role in the servicing of commercial mortgage-backed securities transactions. Midland has assessed its compliance with the applicable servicing criteria as of and for the year ended December 31, 2012 (the "Reporting Period"). In making this assessment, Midland used the criteria set forth by the Securities and Exchange Commission ("SEC") in Item 1122(d) of Regulation AB. This report covers the commercial mortgage-backed securities transactions (the "Platform"). Midland engaged certain vendors, which are not servicers as defined in item 1101(j) of Regulation AB (the "Vendors"), to perform specific, limited or scripted activities related to portions of the servicing criteria as set forth in Appendix A. Midland elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A. Midland has not identified and is not aware of any material instances of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2012 and for the Reporting Period with respect to the Platform taken as a whole, nor has it identified any material deficiencies in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2012 and for the Reporting Period with respect to the Platform taken as a whole. Based on this assessment, Midland believes that, as of and for the year ended December 31, 2012, Midland has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB relating to its role in the servicing of commercial mortgage- backed securities transactions. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on Midland's assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2012. MIDLAND LOAN SERVICES a division of PNC Bank, National Association /s/ Steven W. Smith Steven W. Smith Executive Vice President /s/ Bradley J. Hauger Bradley J. Hauger Senior Vice President Date: March 1, 2013 Member of The PNC Financial Services Group 10851 Mastin Boulevard Overland Park, Kansas 66210 800-327-8083 www.pnc.com/midland 1 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES APPENDIX A
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any X performance or other triggers and events of default in accordance with the transaction agreements. . 1122(d)(1)(ii) If any material servicing activities are outsourced to third X parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain N/A^1 a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on X 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 the transaction agreements. Cash Collection and Administration 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate X 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. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or X to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve X 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. 1122(d)(2)(v) Each custodial account is maintained at a federally insured X 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. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X access. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
2 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party Cash Collection and Administration (continued) 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset- backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) Are mathematically accurate; X (B) Are prepared within 30 calendar days after the X bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than X the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These X reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 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 X other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with N/A^1 the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its N/A^1 rules and regulations; and (D) Agree with the investor's or the trustee's records as to N/A^1 the total unpaid principal balance and number of pool assets serviced by the servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in N/A^1 accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two N/A^1 business days to the servicer's investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree N/A^1 with cancelled checks, or other form of payment, or custodial bank statements. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
3 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by X X the transaction agreements or related mortgage loan documents. (only with respect to removal from pools) 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required X by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X X made, reviewed and approved in accordance with any conditions (only with or requirements in the transaction agreements. respect to removal from pools) 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in X accordance with the related pool asset 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 pool asset documents. 1122(d)(4)(v) The servicer's records regarding the pool assets agree with the X servicer's records with respect to an obligor's unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool X X asset (e.g., loan modifications or re-agings) are made, reviewed (only with and approved by authorized personnel in accordance with the respect to transaction agreements and related pool asset documents. loan assumptions) 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X 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. 1122(d)(4)(viii) Records documenting collection efforts are maintained during X the period a pool asset 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 pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets X with variable rates are computed based on the related pool asset documents. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
4 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party Pool Asset Administration (continued) 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 X obligor's pool asset 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 X obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 X calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X X payments) are made on or before the related penalty or (only with expiration dates, as indicated on the appropriate bills or notices respect to for such payments, provided that such support has been received tax-related by the servicer at least 30 calendar days prior to these dates, or activities) such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment X 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. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within X two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item N/A^1 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
5
EX-33.3 5 wcm12c09_33-3.txt EX-33.3 (logo)NTS NATIONAL TAX SEARCH, LLC. REPORT ON ASSESSMENT OF COMPLIANCE WITH APPLICABLE SECURITIES AND EXCHANGE COMMISSIONS REGULATION AB SERVICING CRITERIA For the calendar year ending December 31, 2012, National Tax Search, LLC has been a Tax Service Vendor for Wells Fargo Bank, N.A. (the "Servicer"). National Tax Search, LLC ("NTS") is responsible for assessing compliance as of December 31, 2012 and for the period from January 1, 2012 through December 31, 2012 (the "Reporting Period") with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of Federal Regulations (the "CFR"). NTS has used the servicing criteria communicated to NTS by the Servicer to assess compliance with the applicable servicing criteria. Only servicing criteria 1122 (d) (l)(ii), 1122 (d)1(iv), 1122 (d)2(ii), 1122 (d)2(v), 1122(d)2(vi), 1122 (d)2(vii), 1122(d)(4)(xi), and 1122(d)(4)(xii) (the "Applicable Servicing Criteria") are applicable to the activities NTS performs with respect to the transactions covered by this report. NTS has determined that the remaining servicing criteria set forth in Item 1122 (d) of the SEC Regulation AB are not applicable to the activities it performs with respect to the transactions covered by this report. The transactions covered by this report include all tax payments made on behalf of the Servicer using NTS's TaxQ system (the "Platform Transactions"). NTS, as a vendor, has assessed its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the NTS has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2012 and for the Reporting Period with respect to the Platform Transactions taken as a whole. Plante & Moran, PLLC, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of December 31, 2012 and for the Reporting Period as set forth in this assertion. National Tax Search, LLC, as Vendor to Servicer /s/Lori Eshoo Lori D. Eshoo, President/CEO 303 E. Wacker Drive, Suite 1040 Chicago, IL 60601 Telephone: (312) 233-6440 Facsimile: (312) 540-3770 Certified WBENC Women's Business Enterprise EX-33.4 6 wcm12c09_33-4.txt EX-33.4 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, 2012, 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 complied, in all material respects, with the Servicing Criteria as of and for the year ending December 31, 2012; and 5. 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, 2012, 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 8, 2013 PRUDENTIAL ASSET RESOURCES, INC. By /s/ Hal Collett Name: Hal Collett Title: President (page) EXHIBIT A
APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed Performed by by Servicer Vendor(s) Reference Criteria General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted Y to monitor any performance or other triggers and events of default in accordance with the transaction agreements. 1122(d)(1)(ii) If any material servicing activities Y#3 are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction N/A agreements to maintain a back-up servicer for the mortgage loans are maintained. 1122(d)(1)(iv) A fidelity bond and errors and Y 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. Cash Collection and Administration 1122(d)(2)(i) Payments on mortgage loans are deposited Y 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. 1122(d)(2)(ii) Disbursements made via wire transfer on Y behalf of an obligor or to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees Y 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. 1122(d)(2)(iv) The related accounts for the Y 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. 1122(d)(2)(v) Each custodial account is maintained at Y 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. 1122(d)(2)(vi) Unissued checks are safeguarded so as Y to prevent unauthorized access.
(page) EXHIBIT A
APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed Performed by by Reference Criteria Servicer Vendor(s) 1122(d)(2)(vii) Reconciliations are prepared on a Y 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. Investor Remittances and Reporting N/A for (C&D) 1122(d)(3)(i) Reports to investors, including those Y for to be filed with the Commission, are (A&B) 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. 1122(d)(3)(ii) Amounts due to investors are allocated N/A and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are N/A posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the N/A investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Pool Asset Administration 1122(d)(4)(i) Collateral or security on mortgage loans Y is maintained as required by the transaction agreements or related mortgage loan documents. 1122(d)(4)(ii) Mortgage loan and related documents Y are safeguarded as required by the transaction agreements.
(page) EXHIBIT A
APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed Performed by by Reference Criteria Servicer Vendor(s) 1122(d)(4)(iii) Any additions, removals or substitutions Y to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. 1122(d)(4)(iv) Payments on mortgage loans, including any Y 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. 1122(d)(4)(v) The Servicer's records regarding the Y mortgage loans agree with the Servicer's records with respect to an obligor's unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or Y 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.
(page) EXHIBIT A
APPLICABLE INAPPLICABLE SERVICING CRITERIA SERVICING CRITERIA SERVICING CRITERIA Performed Performed by by Reference Criteria Servicer Vendor(s) 1122(d)(4)(vii) Loss mitigation or recovery actions Y#2 (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. 1122(d)(4)(viii) Records documenting collection efforts Y 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). 1122(d)(4)(ix) Adjustments to interest rates or rates Y#1 of return for mortgage loans with variable rates are computed based on the related mortgage loan documents. 1122(d)(4)(x) Regarding any funds held in trust for Y 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.
(page) EXHIBIT A
1122(d)(4)(xi) Payments made on behalf of an obligor Y (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. 1122(d)(4)(xii) Any late payment penalties in Y 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. 1122(d)(4)(xiii) Disbursements made on behalf of an Y 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. 1122(d)(4)(xiv) Delinquencies, charge-offs and Y uncollectible accounts are recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other N/A support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. 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 two (2) transactions during the year that applied to this servicing criteria within the Reg AB platform where PAR was named the special servicer. (e.g. Sheraton Universal in PWR 15 and the Washington Hilton in IQ15) Y#3=The only third party vendor to whom this applies is National Tax Service. In December 2010 PAR transferred to the vendor National Tax Search (NTS), 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. Also, PAR has received NTS's RegAB management attestation, along with an external audit opinion letter confirming NTS was in compliance with the applicable RegAB criteria for 2012. N/A=Not applicable, as the criteria is not the responsibility of the master servicer.
(page) (logo)pwc Exhibit B 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, 2012 and for the year then ended excluding criteria 1122(d)(l)(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 managements 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's 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, 2012 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 8, 2013 PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us (page) 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-PWRll ("BSCMS 2006-PWRll") 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 Steams Commercial Mortgage Securities Inc., Commercia1 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-PWRl8 ("BSCMS 2007-PWRl8") 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 (page) EXHIBIT C 16. WFRBS Commercial Mortgage Trust 2012-C9, Commercial Mortgage Pass-Through Certificates, Series 2012-C9 17. WFRBS Commercial Mortgage Trust 2012-ClO, Commercial Mortgage Pass-Through Certificates, Series 2012-Cl0
EX-33.5 7 wcm12c09_33-5.txt EX-33.5 (logo) TRIMONT REAL ESTATE ADVISORS Management's Certification Regarding Compliance with Applicable Servicing Criteria TriMont Real Estate Advisors, Inc. (the "Asserting Party") is responsible for assessing compliance as of and for the year ended December 31, 2012 (the "Reporting Period") with the applicable servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB as set forth in Exhibit A hereto (the "Applicable Servicing Criteria"). The transactions covered by this report are only those transactions processed by the Asserting Party in its capacity as trust, senior trust or operating advisor for the asset backed securities transactions listed in Exhibit B hereto (the "Platform"). The Asserting Party has used the servicing criteria set forth in item 1122(d) of the Securities and Exchange Commission's Regulation AB to assess its compliance with the Applicable Servicing Criteria for the Reporting Period and has concluded that the Asserting Party has complied, in all material respects, with the Applicable Servicing Criteria as of December 31, 2012 and for the Reporting Period with respect to the Platform. Grant Thornton LLP, an independent registered public accounting firm, has issued an attestation report on the assessment of compliance with the Applicable Servicing Criteria as of December 31, 2012 and for the Reporting Period as set forth in this assertion. TriMont Real Estate Advisors, Inc. March 1, 2013 /s/ Ernest J. Davis Ernest J. Davis Managing Director (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria General Servicing Considerations (d)(1)(i) Policies Policies and procedures N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 and are instituted to Procedures monitor any performance or other triggers and events of default in accordance with the transaction agreement. (d)(1)(ii) Policies If any material N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 and servicing activities Procedures are outsourced to third (vendors) parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. (d)(1)(iii) Back-up Any requirements in the N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Servicer transaction agreements to maintain a back-up servicer for the pool assets are maintained.
4 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(1)(iv) Fidelity A fidelity bond and N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Bond 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 agreement. Cash Collection and Administration (d)(2)(i) 2 Days to Payments on pool assets N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 deposit are deposited into the Payments appropriate custodial into bank accounts and Custodial related bank clearing Accounts accounts no more than two business days of receipt, or such other number of days specified in the transaction agreements. (d)(2)(ii) Wire Disbursements made via N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Transfers wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.
5 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(2)(iii) Advances Advances of funds or N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 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. (d)(2)(iv) Comming- The related accounts N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 ling for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
6 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(2)(v) Federally Each custodial account N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Insured is maintained at a Institu- federally insured tion 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 Section 240.13k-1(b)(1) of this chapter. l.3 Each custodial account shall be maintained at a federally insured depository institution in trust for the applicable investor. (d)(2)(vi) Unissued Unissued checks are N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Checks safeguarded so as to prevent unauthorized access.
7 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(2)(vii) Reconcil- Reconciliations are N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 iations prepared on a monthly basis for all asset- backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (a) are mathematically accurate; (b) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (c) are 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. Investor Remittance and Reporting
8 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(3)(i) Reports Reports to investors, X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 to the including those to be Investor 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 investors' or the trustee's records as to the total unpaid principal balance and number of pool assets serviced by the servicer.
9 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(3)(ii) Investor Amounts due to N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Remittance investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. (d)(3)(iii) Investor's Disbursements made to N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Records 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. (d)(3)(iv) Remittance Amounts remitted to N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 and Bank investors per the Statements investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. Pool Asset Administration (d)(4)(i) Collat- Collateral or security N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 eral/ on pool assets is Security maintained as required on Pool by the transaction Assets agreements or related pool asset documents.
10 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(4)(ii) Safeguard Pool assets and related N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Pool documents are Assets safeguarded as required by the transaction agreements. (d)(4)(iii) Changes to Any additions, removals N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 the Pool or substitutions to the Assets asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. (d)(4)(iv) Obligor's Payments on pool N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Payment assets, including any Record payoffs, made in accordance with the related pool asset documents are posted to the applicable 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 pool asset documents.
11 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(4)(v) Pool Asset The servicer's records N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Records regarding the pool Match UPB assets agree with the servicer's records with respect to an obligor's unpaid principal balance. (d)(4)(vi) Loan Changes with respect to N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Modific- the terms or status of ations an obligor's pool asset (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. (d)(4)(vii) Loss Loss mitigation or X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 X^1 Mitigation recovery actions (e.g., Actions 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 agreement.
12 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(4)(viii) Collection Records documenting N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Efforts collection efforts are Documented maintained during the period a pool asset 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 pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). (d)(4)(ix) ARMs Adjustments to interest N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents.
13 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(4)(x) Escrow Regarding any funds N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Funds held in trust for an obligor such funds are (a) analyzed, in accordance with the obligor's pool asset 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 pool asset documents and state laws; and (c) returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements.
14 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(4)(xi) Timely Payments made on behalf N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Payments 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. (d)(4)(xii) Late Any late payment N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Payment penalties in connection Penalties 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.
15 (page) EXHIBIT A
CCMT CFCRE DBUBS MSC WFRBS GSMS UBS JPMCC WFRBS WFCM WFRBS UBS 2011- 2011- 2011- 2011- 2011- 2012- 2012- 2012- 2012- 2012- 2012- 2012- Regulation AB Criteria C1 C2 LC3 C3 C5 GC6 C1 CIBX C7 LC5 C9 C4 Section Description Criteria Applicable Criteria (d)(4)(xiii) Obligor's Disbursements made on N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 Records 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. (d)(4)(xiv) Delinquen- Delinquencies, Charge- N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 cies, offs, and uncollectible Charge- accounts are recognized offs,and and recorded in Other accordance with the Uncollect- transaction agreements. ible Accounts (d)(4)(xv) Any Any external N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 N/A^2 External enhancement or other Enhance- support, identified in ment Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements.
16 (page) Legend: 1 This criteria is applicable for the securitization; however, there were no specially serviced loans serviced under this securitization during the reporting period. Therefore no trust/operating advisor actions were required. 2 With respect to Applicable Servicing Criteria cells in Exhibit A that are denoted with an "N/A^2", the criteria was not in scope for the transaction. 17 (page) Exhibit B
Name Transaction Period of Service UBS CCMT 2011-C1 Commercial Mortgage Pass-Through Certificates, UBS January 1, 2012- CCMT-2011 pursuant to the Pooling and Servicing December 31, 2012 Agreement dated December 1, 2011 CFCRE 2011-C2 Commercial Mortgage Pass-Through Certificates, CFCRE January 1, 2012- 2011-C2 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated December 11, 2011 DBUBS 2011-LC3 Commercial Mortgage Pass-Through Certificates, DBUBS January 1, 2012- 2011-LC3 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated August 1, 2011 MSC 2011-C3 Commercial Mortgage Pass-Through Certificates, MSC 2011- January 1, 2012- C3 pursuant to the Pooling and Servicing Agreement dated December 31, 2012 October 1, 2011 WFRBS 2011-C5 Commercial Mortgage Pass-Through Certificates, WFRBS January 1, 2012- 2011-C5 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated November 1, 2011 GSMS 2012-GC6 Commercial Mortgage Pass-Through Certificates, Series February 1, 2012- 2012-GC6 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated February 1, 2012 UBS 2012-C1 Commercial Mortgage Pass-Through Certificates, Series May 1, 2012- 2012-C1 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated May 1, 2012 JPMCC 2012-CIBX Commercial Mortgage Pass-Through Certificates, Series June 1, 2012- 2012-CIBX pursuant to the Pooling and Servicing Agreement December 31, 2012 dated June 1, 2012
18 (page) Exhibit B
Name Transaction Period of Service WFRBS 2012-C7 Commercial Mortgage Pass-Through Certificates, Series June 1, 2012- 2012-C7 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated June 1, 2012 WFCM 2012-LC5 Commercial Mortgage Pass-Through Certificates, Series September 1, 2012- 2012-LC5 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated September 1, 2012 WFRBS 2012-C9 Commercial Mortgage Pass-Through Certificates, Series October 1, 2012- 2012-C9 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated Octboer 1, 2012 UBS 2012-C4 Commercial Mortgage Pass-Through Certificates, Series December 1, 2012- 2012-C4 pursuant to the Pooling and Servicing Agreement December 31, 2012 dated December 1, 2012
19
EX-33.6 8 wcm12c09_33-6.txt EX-33.6 (logo) WELLS FARGO Wells Fargo Bank Duke Energy Center Commercial Mortgage Servicing MAC D1086-120 550 S. Tryon Street Charlotte, NC 28202 Tel: 800 326 1334 Management's Assessment Management of Wells Fargo Commercial Mortgage Servicing ("CMS"), a division of Wells Fargo Bank, National Association, (the "Company"), is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission ("SEC") relating to the servicing of commercial mortgage loans (the "Platform"), except for servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B-D), 1122(d)(3)(ii-iv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2012. Appendix A identifies the commercial mortgage pools and other structures involving the commercial mortgage loans constituting the Platform. Appendix B identifies the applicable servicing criterion with respect to the Platform. With respect to servicing criterion 1122(d)(4)(xi) and 1122(d)(4)(xii), the Company performs applicable activities covered by this criterion, with respect to the Platform, except the Company has engaged various vendors to perform certain tax payment activities. Such vendors have provided separate Regulation AB Item 1122 management assessments and attestations for such activities. With respect to applicable servicing criterion 1122(d)(4)(iii), there were no activities performed during the year ended December 31, 2012 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. With respect to servicing criteria 1122(d)(1)(i), 1122(d)(3)(i)(A), 1122(d)(4)(i) and 1122(d)(4)(vi), the Company has engaged various vendors to perform certain activities covered by these servicing criteria. The Company's management has determined that none of these vendors is a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company's management has elected to take responsibility for assessing compliance with these servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). The Company has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company's management is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criteria. The Company's management has assessed the Company's compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB with respect to the Platform as of and for the year ended December 31, 2012. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. Based on such assessment, management believes that, as of and for the year ended December 31, 2012, the Company has complied in all material respects with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB with respect to the Platform. Wells Fargo Bank, N.A. (logo) Together we'll go far (page) (logo) WELLS FARGO Wells Fargo Bank Duke Energy Center Commercial Mortgage Servicing MAC D1086-120 550 S. Tryon Street Charlotte, NC 28202 Tel: 800 326 1334 KPMG LLP, an independent registered public accounting firm, has issued attestation report with respect to the Company's compliance with the applicable servicing criteria as of and for the year ended December 31 2012. March 14, 2013 /s/ Daniel E. Bober Daniel E. Bober Executive Vice President Commercial Mortgage Servicing Wells Fargo Bank, National Association Wells Fargo Bank, N.A. (logo) Together we'll go far (page) APPENDIX A COMMERCIAL MORTGAGE POOLS AND OTHER STRUCTURES WFB - CMO for sale Wels Fargo Bank - Idaho Wels Fargo Bank - Utah Wels Fargo Bank - New Mexico Wels Fargo Bank - participation (participation #330908521) Wels Fargo Bank - Oregon Wels Fargo Bank - Portfolio Wels Fargo Bank - Held For Sale Wels Fargo Bank - Bridge Loans Wels Fargo Bank - Self Storage Wels Fargo Bank - CREAM Wels Fargo Bank - WFRF- Portfolio Wels Fargo Bank - WFRF - McDonald's Wels Fargo Bank - WFRF- CRG Franchise MSCI 2003-IQ5 (Plaza Office Realty Pari Passu - A2) GMAC 2003-C3 (609 5th Avenue Pari Passu- A1) JPMC 2004-CIBC9 (1114 Trizechahn Grace Building- A1) LB/UBS 2005-C5 (200 Park Ave-A2, Courtyard by Marriot-A2, Park Ave Plaza-A2, 1345Ave-A2) Wurttemberger Hypo (1345 AVENUE OF THE AMERICAS (NOTE 2) & PARK AVE PLAZA (NOTE-2A) Wachovia 2005-C20 (U-Haul portfolio pari passu w/INV 565) LBUBS 2005-C7 (200 Park A-3 and Courtyard by Marriot A-3) BACM 2005-6 (InTown Suites Portfolio B )-WF primary only Prudential (B-Note in INV 565, Coronado) Deutsche Bank (B-Notes in INV 543, Glenborough &PACC 55) Societe Generale (B-Note in INV 543, Equastone) Landesbank Baden Wurttemberg (C- Note to Inv 623, Beachwood) CRESS 2008-1 CDO(B note to Inv 765, Plaza El Segundo) UBS (B note to Inv 765, Hotel Pacific) The CIT Group - Timberland B Note (INV 763) Deutsche Genossenschafts Hypothekenbank AG (Columbia Center B2 Note - INV 763) Landesbank Rheinland-Pfalz (Ritz Carlton B note-INV 568) Landesbank Sachsen Aktiengesellschaft (120 Broadway, B note, INV 752) LEM Mezzanine Inc. (Parkoff Portoflio B Note-INV 763) NBS Real Estate Capital (Wilson Farms Plaza, B note, INV 767) Aareal Capital Corporation (participation) HSBC Realty Credit Corporation (participation #330908521) PNC Bank, N.A. (participation #330908521) Quadrant Fund I, LLC (Roanoke West, B Note, 130201996, 564) AG Core Plus II Corp. (The Axton Loan - #700205972 & #700505973) Industrial and Commercial Bank of China (ICBC) participated CMO loan Starwood Property Mortgage, LLC (Easton Town Center, sold from TIAA) Syndicated Loan CMO & REBG_Oakland City Center/iStar People's United Bank (Cole MT Bellevue, participated CMO) IMMG (4 Union South #330916520, participated CMO) PCM Trust 2003-PWR1 BSCM 2003-PWR2 BSCM 2004-PWR3 BSCM 2004-PWR4 BSCM 2004-PWR5 BSCM 2004-PWR6 BSCM 2005-PWR7 BSCM 2005-PWR8 BSCM 2005-PWR9 BSCM 2005-PWR10 BSCM 2006-PWR11 BSCM 2006-PWR12 BSCM 2006-PWR14 BSCM 2007-PWR15 BSCM 2007-PWR16 BSCM 2007-PWR17 BSCM 2007-PWR18 MSDWMC 2001-TOP1 BSCM 2001-TOP2 MSDWMC 2001-TOP3 BSCM 2001-TOP4 MSDWMC 2001-TOP5 (page) Wachovia 2006-C28 (Gas Co. #580203404, pari passu with INV 753) MLFT 2006-1(WF primary only) JPM 2006-LDP9 (Bank of America A2, A1 is in #755) BACM 2007-1(WF primary only) JPM 2007-LDP10 (Solano Pari Passu)- WF primary only MSCI 2007-IQ16 (Easton Town Center, A2, INV628) JPM 2005-LDP3 (McLean Transfer 4/2009) WF Primary only CIBC (participation #330916384_Westshore Mall (29.2682926829%) Raymond James Bank (participation #330916384_Westshore Mall (19.512195121951%) Real Estate Alternatives Port - B Note for 572 JP Morgan CB 2003-CIBC7 - PP 554 CapLease CDO 2005-1 - B Notes for 554 Cadim Note Inc. - B Note for 558 TIAA - B Notes Grace Building (for 170) Variable Annuity Life Ins. Co. (VALIC) - B Note/559 - MEZZ/564 First SunAmerica Life Insurance Co. - B Notes/559 AIG Life Insurance Co. - B Note 559 Metlife - B Note for 561 Morgan Stanley 2005-HQ5-pari passu- Wells REIT for 561 LBUBS 2005-C2 - B Notes/563 and 564 Metropolitan Life Insurance Co. - A1 Note 200 Park Avenue (Senior Mezz) for 564 ING Real Estate Finance LLC - A2 Note 200 Park Avenue (Senior Mezz)- for 564 LRP Landesbank Rheinland-PFALZ- A3 Note 200 Park Avenue (Senior Mezz)-for 564 AIB DEBT Management LTD. - A4 Note 200 Park Avenue (Senior Mezz)- for 564 Sovereign Bank (4 Union South,participated IMMG & CMO) TD Bank (Olympic Tower #330916473, participated CMO, Inv 473 & Inv 458) PB Capital (Olympic Tower #330916473 participated CMO, Inv 472 & Inv 458) West River (Port Charlotte participation, inv 771, #440000001) All State (participate CMO loan, #390909781) CDO_Remittance (WBCDO2006-1) WFDB 2011-BXR_Mezz loans WFDB 2011-BXR_Mezz loans Liberty Life Insurance (Fox River Mall B note; A note=inv 630, #310911895) PB Realty (participated CMO loan, #330912417) Citibank (BRE Tarpon Mariner & Nationwide Innkeepers Portfolio) United Overseas Bank (724 Fifth Avenue) Bank of Taiwan (724 Fifth Avenue) Bank of East Asia (724 Fifth Avenue) Morgan Stanley 1998-WF2 Morgan Stanley 1999-WF1 Bear, Stearns 1999-WF2 Bear, Stearns 2000-WF1 Bear, Stearns 2000-WF2 Morgan Stanley 1997-WF1 Morgan Stanley 1998-WF1 Morgan Stanley 1999-LIFE1 CSFB 1999-C1 Morgan Stanley 2000-LIFE1 BSCM 2002-TOP6 MSDWMC 2002-TOP7 BSCM 2002-TOP8 MSDWMC 2003-TOP9 BSCM 2003-TOP10 MSCII 2003-TOP11 BSCM 2003-TOP12 MSCII 2004-TOP13 BSCM 2004-TOP14 MSCII 2004-TOP15 BSCM 2004-TOP16 MSCII 2005-TOP17 BSCM 2005-TOPl8 MSCII 2005-TOP19 BSCM 2005-TOP20 MSCII 2006-TOP21 BSCM 2006-TOP22 MSCII 2006-TOP23 BSCM 2006-TOP24 MSCII 2007-TOP25 BSCM 2007-TOP26 MSCII 2007-TOP27 BSCM 2007-TOP28 MSCII 2008-TOP29 (page) Basis Real Estate Capital (Inv 769 Jr Participation Notes) Bald Eagle Investors (RiverCenter I&II, B Note, 700401904, 628) Concord Real Estate CDO 2006-1 (Cerritos Corporate Mezz) New York Life Insurance Co. (1345 ave-C1 note)-for 620 Hartford Life and Accident Co. (1345 ave-C2 note)-for 620 Metropolitan Life Insurance Co. (1345 ave -C3,C4 notes)-for 620 Sorin Real Estate (Courtyard by Marriot B2 note)-for 564 Bayerische Landesbank (200 Park Ave Senior Mezz A6 note)-for 564 Hartfod Accident & Indemnity (900 Michigan B-1 Note)-for 564 Prima Capital Advisors, LLC (900 Michigan B-2 Note)-for 564 LandesBank Hessen-Thuringen (King of Perrusia B-1 Note) -for 622 MSCI 2003-IQ4 PP to 552, 609, 610 Morgan Stanley Mortgage Capital (Interim Serviced) LBUBS 2004-C8 (A2 Grace Building) -for inv 170 & 615 ColFin London Funding, LLC Morgan Guaranty Trust Co. of NY Nationwide Life Insurance Company Vertical CRE CDO 2006-1 (B1Note: Royal Holiday-INV178)-850203520 Capital Trust (C1 Note: Royal Holiday- INV178)-850203604 Lexington Realty Trust (B-Notes in ML-CFC 2007-5, INV757) A-Star Finance (B-Note in ML-CFC 2007-6, INV758) WFRBS 2011-C2 CBA-Mezzanine Capital Finance, LLC BSCM 2005-TOP20 (Non-pooled portion only) MSCI 2006-TOP21 (Non-pooled portion only) GMAC 2003-C1 (Oakbrook Shopping Pari Passu - A3) Hypo Real Estate Capital Corp. B Notes for 555 GCCFC 2005-GG3 - PP 559 MSDW 2000-PRIN CS First Boston 1994-CFB1 Morgan Stanley 2000-LIFE2 GSMS 2006-GSFL8 COMM 2007-FL14 WFDB 2011-BXR MSDW 2003-HQ2 JPM 2003-LN1 MSCI 2003-IQ6 MSCI 2004-HQ3 MSCI 2004-IQ7 Goldman 2004-GG2 MSCI 2004-IQ8 MSCI 2004-HQ4 MSCI 2005-IQ9 LBUBS 2005-C2 LBUBS 2005-C3 MSCI 2005-HQ6 1345 Ave of America and Park Plaza FB 2005-1 MSCI 2005-HQ7 MSCI 2006-HQ8 MSCI 2006-IQ11 COMM 2007-FL14 (Non-pooled portion only) MSCII 2007-TOP27 (Rake Bond, 330 West 34th Street Mortgage Loan-no property) AG Core Plus II Corp. (The Axton Loan - #700205972 & #700505973) Sumitomo MBC (Cole MT Bellevue, Participated CMO) Royal Bank of Cananda (participated CMO loan, #330911464) BSCM 2002-PBW1 WFRBS 2011-C4 MLMT 2006-C1 BSSBCM Trust 2006-1 UCB 2007-1 JPM 2006-CIBC15 MSCI 2006-HQ9 JPM 2006-LDP8 MSCI 2006-HQ10 JPM 2006-CIBC17 MLCFC 2006-4 MLCFC 2007-5 MLCFC 2007-6 MSCI 2007-IQ13 MSCI 2007-IQ14 JPM 2007-CIBC19 MLMT 2007-C1 MSCI 2007-HQ12 MLCFC 2007-8 JPM 2007-LDP12 MSCI 2007-IQ16 MLCFC 2007-9 JPM 2008-C2 WFCM 2010-C1 JPMorgan Special Servicing Portfolio SunTrust Bank (participated CMO loan, #330911464) MSCII 2003-IQ4 Class TN HVB 2003-FL1 (page) 2001-CMLB-1 1166 AVENUE OF AMERICA 2005- C6 1166 AVENUE OF THE AMERICAS 2002-C5 ONE LINCOLN 2004-C3 7 WORLD TRADE CENTER 2012- WTC AMERICOLD 2010-ART BANC OF AMERICA COMM MTG 2006-1 BANC OF AMERICA COMM MTG 2005-6 BANC OF AMERICA COMM MTG 2006-2 BANC OF AMERICA COMM MTG 2006-5 BANC OF AMERICA COMM MTG 2007-3 BA-FUNB 2001-3 BB-UBS 2012-SHOW BB-UBS 2012-TFT BEAR 1999-C1 TIMES SQUARE HOTEL TRUST CITIGROUP CMT 2004 C1 CITIGROUP 2005 C3 CITIGROUP 2006 C5 CITIGROUP 2006-FL2 CITIGROUP 2007-C6 COUNTRYWIDE 2007-MF1 CITIGROUP 2012-GC8 CITY CENTER 2011-CCHP CD 2006-CD2 CD 2006-CD3 CD 2007-CD4 CD 2007-CD5 CHASE 1999-2 JPMCC 2012-C6 JPMC 2012-CIBX LEHMAN 2006 LLF-C5 LB 1998 C4 LB 1999 C1 LB 1999 C2 LB-UBS 2003-C1 LB-UBS 2003-C3 LB-UBS 2003 C5 LB-UBS 2003 C7 LB UBS 2003 C8 LB UBS 2004 C1 LB UBS 2004 C4 LB UBS 2004 C6 LB UBS 2004 C7 LB UBS 2004 C8 LB UBS 2005 C1 LB-UBS 2005 C5 LB-UBS 2005 C7 LB-UBS 2006 C1 LB-UBS 2006 C3 LB UBS 2006-C4 LB UBS 2006-C6 LB UBS 2006-C7 LB-UBS 2007-C2 LB-UBS 2007-C6 LB-UBS 2007-C7 LB UBS 2008-C1 LB UBS 2000 C3 JPMC 2006-LDP7 COMPANION JPMC 2006-LDP9 COMPANION JPM 2012-CIBX COMPANION JPMC 2003 C1 COMPANION JPMC 2005-LDP2 COMPANIONS JPMC 2006-FL1 COMPANION JPMC 2006 FL2 COMPANION JPMCC 2007-FL1 COMPANION LEHMAN 2005-LLF C4 (COMPANIONS) LEHMAN 2006 LLF-C5C LB UBS 2003 C3 COMPANION LB-UBS 2003 C7 (B-NOTE) LB UBS 2004 C1 COMPANION LB UBS 2005 C1 COMPANION LEHMAN-UBS 2005 C5 COMPANION LB-UBS 2005-C7 COMPANION LB-UBS 2006 C1 COMPANION LB UBS 2006-C4 COMPANION LB-UBS 2006-C6 COMPANION LB UBS 2006-C7 COMPANION LB UBS 2007-C2 COMPANION MBFHA1 ML-CFC 2007-7 COMPANION MORGAN STANLEY 2007- HQ13 COMPANION MORGAN STANLEY 2007 IQ14 NS 2012-1 COMPANION RBS 2010-MB1 COMPANION STRATEGIC LAND JOINT VENTURE 2 TWFHA1 (page) CHASE 2000-2 CHASE 2000-3 CHASE-FUNB 1999-1 CAPLEASE CDO 2005-1 CMAT 1999 C1 COBALT 2006-C1 COBALT 2007-C2 COBALT 2007-C3 COMM 2006 FL12 COMM 2009-K3 COMM 2009-K4 PRIMARY COMM 2010-C1 COMM 2011-FL1 COMM 2011-STRT COMM 2011 THL COMM 2012-9W57 COMM 2012-CCRE1 COMM 2012-CCRE2 COMM 2012-CCRE3 COMM 2012-CCRE4 COMM 2012-FL2 COMM 2012-LC4 COMM 2012-MVP CONCORD REAL ESTATE CDO 2006-1 CSFB 2006-C2 CSCMT 2007-C2 CSCMT 2007-C3 CSCMC 2007-C4 LB UBS 2000 C5 LB UBS 2001 C2 LB UBS 2001 C3 LB UBS 2001 C7 LB UBS 2002 C1 LB UBS 2002 C2 LB UBS 2002 C4 LB UBS 2002 C7 MEZZ CAP 2004-C1 MEZZ CAP 2004-C2 MEZZ CAP 2005-C3 MEZZ CAP 2006-C4 MEZZ CAP 2007-C5 ML 1997-C2 ML 1998-C3 MERRILL LYNCH 1998 C2 ML-CFC 2006-1 ML-CFC 2006-2 ML-CFC 2007-6 ML-CFC 2007-7 MERRILL LYNCH 1996 C2 MLMT 2002 MW1 MLMT 2005-CK11 MLMT 2006-C2 MERRILL LYNCH 2008-C1 MARATHON REAL ESTATE CDO 2006-1 MORGAN STANLEY 2007 IQ14 MORGAN STANLEY BAML 2012-C6 UBS-CITIGROUP 2011-C1 COMPANION WACHOVIA 2004-C10 COMPANION WACHOVIA 2004-C11 COMPANION WACHOVIA 2004-C15 COMPANION WACHOVIA 2005-C17 COMPANION WACHOVIA 2005-C19 COMPANION WACHOVIA 2005-C20 COMPANION WACHOVIA 2005-C21 COMPANION WACHOVIA 2005-C22 COMPANION WACHOVIA 2005-WHALE 6 NON-TRUST WACHOVIA 2006-C24 COMPANION WACHOVIA 2006-C25 COMPANION WACHOVIA 2006-C27- COMPANION WACHOVIA 2006-C28 COMPANION WACHOVIA 2006-C29 COMPANION WACHOVIA 2006 WHALE 7 NON TRUST WACHOVIA 2007-C30 COMPANION WACHOVIA 2007-C31 COMPANION WACHOVIA 2007-C32 COMPANION WACHOVIA 2007-C33 COMPANION WACHOVIA 2007-C34 COMPANION WACHOVIA 2007-WHALE 8 NON TRUST WACHOVIA 2003-C9 COMPANION WFRBS 2012-C10 COMPANION WFRBS 2012-C7 COMPANION WFRBS 2012-C8- COMPANION WS WEST COUNTY MALL 2003 C3A ACCOR MEZZ WAREHOUSE (page) CS FIRST BOSTON 1997 C2 CSFB 2006 TFL2 (TITAN) CS FIRST BOSTON 1997 C1 CS FIRST BOSTON 1998 C2 CAPITAL SOURCE RELT 2006-A DBUBS 2011-LC1 DBUBS 2011-LC2 DBUBS 2011- LC3 DDR I 2009-DDR1 DLJ 1998-CG1 DLJ 1999-CG1 DLJ 1999-CG2 DLJ 1999-CG3 DMARC 1998-C1 ENERGY PLAZA LEASE TRUST 2002 EXTENDED STAY AMERICA TRUST 2010-ESH FONTAINEBLEAU 2012-FBLU FREMF 2010-K6 PRIMARY ONLY FREMF 2010-K7 FREMF 2010-K8 FREMF 2010-K9 FREDDIE MAC 2010 K-SCT FREMF 2011-K10 - PRIMARY ONLY FREMF 2011-K11 FREMF 2011 K12 PRIMARY ONLY FREMF 2011-K13 FREMF 2011-K14 PRIMARY ONLY FREMF 2011-K15 FREMF 2011-K16- PRIMARY ONLY MORGAN STANLEY 2011-C3 MORGAN STANLEY 2007-HQ13 NEWCASTLE CDO VIII NEWCASTLE CDO IX NORTEL NETWORKS TRUST 2001-1 NS 2012-1 NORTHSTAR CDO IV LTD NORTHSTAR CDO VI NORTHSTAR CDO IX PRIMARY (MEMORIAL MALL) NORTHSTAR CDO VIII OBP DEPOSITOR, LLC TRUST 2010- OBP RBS 2010-MB1 RITE AID 1999-1 RMF 1997-1 RESOURCE REAL ESTATE FUNDING CDO 2006-1 RESOURCE REF CDO 2007-1 TIAA 2007-C4 UBS 2012-C1 UBS-BARCLAYS 2012-C2 UBS-BARCLAYS 2012-C4 UBS-CITIGROUP 2011-C1 VORNADO DP LLC 2010-VNO VNO 2012-6AVE WACHOVIA 2005-WHALE 6 WACHOVIA 2006-WHALE 7 WACHOVIA 2007-WHALE 8 WACHOVIA 2002 C1 WACHOVIA 2002 C2 WACHOVIA 2003 C3 AC VENTURES WAREHOUSE AMC ROCK SPRINGS LLC ARCHETYPE & BARCLAYS REPO ARCHETYPE MORTGAGE FUNDING I LLC DEXIA REAL ESTATE CAPITAL MARKETS DEXIA REAL ESTATE PORTFOLIO ALABAMASAVES WAREHOUSE BANCORP BANK WAREHOUSE BARCLAYS WAREHOUSE JEMB MADISON AVE LLC (BASIS I - 292 MAD) BASIS RE CAPITAL II (REPO) BB&T WAREHOUSE BELVEDERE CAPITAL WAREHOUSE BICOASTAL (A BLACKSTONE CREDIT FACILITY) BLACKSTONE (BRE/MWT) BREDS LOAN CAPITAL IV REPO WAREHOUSE BREDS EHY REPO WAREHOUSE BREDS LOAN CAPITAL II REPO WAREHOUSE BREDS LOAN CAPITAL REPO WAREHOUSE BREDS SOCGEN WAREHOUSE BREDS STC ACQUISITION BMC MORTGAGES VI BUCHANAN FUND V CANTOR CRE LENDING LP CANTOR REPO WITH MET LIFE CAPITAL LEASE WAREHOUSE-398 & 526 CF BRANCH WAREHOUSE CITIGROUP GLOBAL MARKETS REALTY CORP CP III JEFFERSON MIDVALE, LLC (page) FREMF 2011-K701 FREMF 2011-K702 FREMF 2011-K703 FREMF 20ll-K704 FREMF 2011-KAIV PRIMARY ONLY FREMF 2012-K17 PRIMARY AND SPECIAL FREMF 2012-K18 - PRIMARY ONLY FREMF 2012 - Kl9 PRIMARY ONLY FREMF 2012-K20 FREMF 2012-K21 - PRIMARY ONLY FREMF 2012-K22 (PRIMARY ONLY) FREMF 2012-K23 FREMF 2012-K501 - PRIMARY ONLY FREMF 2012-K705 - PRIMARY ONLY FREMF 2012-K706 FREMF 2012-K707 FREMF 2012-K708 FREMF 2012-K709 - PRIMARY ONLY FREMF 2012-K710 PRIMARY ONLY FREMF 2012-K711 FREMF 2012-KF01 PRIMARY ONLY FREMF 2012-KP01 PRIMARY ONLY FOUR TIMES SQUARE 2006 - 4TS FUNB-BA 2001 C1 FULB 1997 C2 FULB 1997 C1 FUNB 1999 C4 FUNB 2000 C1 FUNB 2000 C2 FUNB 2001 C2 WACHOVIA 2003-C4 WACHOVIA 2003-C5 WACHOVIA 2003-C6 WACHOVIA 2003-C7 WACHOVIA 2003-C8 WACHOVIA 2003-C9 WACHOVIA 2004 C10 WACHOVIA 2004 C11 WACHOVIA 2004-C12 WACHOVIA 2004 C14 WACHOVIA 2004 C15 WACHOVIA 2005-C16 WACHOVIA 2005 C-16C WACHOVIA 2005 C17 WACHOVIA 2005-C18 WACHOVIA 2005-C19 WACHOVIA 2005-C20 WACHOVIA 2005-C21 WACHOVIA 2005-C22 WACHOVIA 2006-C23 WACHOVIA 2006-C24 WACHOVIA 2006-C25 WACHOVIA 2006-C26 WACHOVIA 2006-C27 WACHOVIA 2006-C28 WACHOVIA 2006-C29 WACHOVIA 2007-C30 WACHOVIA 2007-C31 WACHOVIA 2007-C32 WACHOVIA 2007-C33 CREXUS WAREHOUSE CREDIT SUISSE WAREHOUSE INT'L (USD) DILLON READ EMMES WAREHOUSE ESSEX PORTFOLIO, L.P. WAREHOUSE FII F DEBT ACCT PTE LTD FIVE MILE WAREHOUSE WACHOVIA RED - TAX CREDIT GERMAN AMERICAN/ DEUTSCHE WAREHOUSE GACC/DEUTSCHE FLOATING WAREHOUSE GERMAN AMERICAN CAPITAL CORPORATION WARE GREENWICH CAPITAL FINANCIAL PRODUCTS INC H2 CREDIT PARTNERS WAREHOUSE HELIOS AMC, LLC WAREHOUSE HTM FUND 1 LLC JLC WAREHOUSE I LLC JLC WAREHOUSE II LLC KARLIN LAS PALMAS, LLC KAUFLAND PARTICIPANTS MS KEARNY CPB 1 KEARNY CREDIT FACILITY WAREHOUSE LADDER DEUTSCHE REPO LADDER JPM REPO LADDER MET LIFE REPO LADDER CAPITAL LLC REPO LADDER WELLS FARGO REPO LEHMAN BROTHERS BANKHAUS LEHMAN BROTHERS WAREHOUSE LEHMAN BROTHERS WAREHOUSE LOANCORE (JEFFERIES) WAREHOUSE (page) FUNB 2001 C3 FUNB 2001 C4 FUNB 2002 C1 FUNB 1999 C1 FUNB/CHASE 1999 C2 GREENWICH CCFC 2002 C1 GREENWICH CCFC 2003-C1 GREENWICH CCFC 2003-C2 GREENWICH CCFC 2004-FL2 GREENWICH CCFC 2004-GG1 GREENWICH CCFC 2005-FL3 GREENWICH CCFC 2005-GG5 GREENWICH CCFC 2006-FL4 GREENWICH CCFC 2007-GG11 GREENWICH CCFC 2007-GG9 GE 2002 C2 GECC 2000-1 GECC 2001-1 GECC 2001-3 GECC 2002-1 GECC 2002-3 GECC 2003-C2 GECMC 2004 C2 GE 2006 C1 GECMC 2007-C1 DOLLAR GENERAL GRAND PACIFIC BUSINESS LOAN TRUST 2005-1 GSMS 2012-BWTR GSMS 2012-TMSQ GOLDMAN 2007-GG10 WACHOVIA 2007-C34 WACHOVIA 2007-ESH WB FNB 2004-1 WB RDI 2004-1 WACHOVIA CRE CDO 2006-1 WFCM 2012-LC5 WFRBS 2011-C3 WFRBS 2011-C4 - PRIMARY WFRBS 2011-C5 WFRBS 2012-C10 WFRBS 2012-C6 WFRBS 2012-C7 WFRBS 2012-C8 WFRBS 2012-C9 7 WORLD TRADE CENTER 2012-WTC COMPANION BA-FUNB 2001-3 B NOTES CITIGROUP 2005 C3 COMPANION CITIGROUP 2006-FL2 COMPANION CITIGROUP 2007-C6 COMPANION CITIGROUP 2012-GC8 COMPANION CITY CENTER 2011-CCHP COMPANION CD 2006-CD3 COMPANION CD 2007-CD4 COMPANION CHTOWER1 COBALT 2007-C3 COMPANION COBALT 2007-C2 COMPANION COMM 2006-FL12 COMPANION COMM 2010-C1 COMPANION COMM 2011-FL1 COMPANION COMM 2012-LC4 COMPANION MACQUARIE WAREHOUSE MEZZ CAP LLC (FKA CBA MEZZ) MEZZ CAP REIT I, INC MEZZ CAP NOTE SALES MODERN BANK, N.A. MORGAN STANLEY WAREHOUSE MARATHON STRUCTURED FINANCE FUND LP NATIXIS REAL ESTATE CAPITAL NBS REAL ESTATE CAPITAL WAREHOUSE NORTHSTAR-CITI REPO WAREHOUSE NORTHSTAR-DORAL WAREHOUSE (NRFC) NRFC II REPO WAREHOUSE NRFC REPO WAREHOUSE NORTHSTAR-DORAL WAREHOUSE (NSREIT) NORTHSTAR WAREHOUSE NXT CAPITAL FUNDING II, LLC PRIME FINANCE PARTNERS III, LP PFP III SUB I, LLC PRIME AND METLIFE REPO PFP II SUB I, LLC POOK MD FUNDINGS, LLC PRIME FINANCE PARTNERS I, L.P. PRIME FINANCE PARTNERS II, L.P. RBS WAREHOUSE RESOURCE CAPITAL CORP. WAREHOUSE RESOURCE CAPITAL REPO WAREHOUSE REXFORD INDUSTRIAL FUND V LP WAREHOUSE RLJ III - FINANCE HOLDINGS, LLC ROCKWOOD CAPITAL, LLC (NORTHROCK) SAF FUNDING, LLC (page) GSMS 2010-C2 GSMS 2011-ALF GSMS 2011-GC3 GSMS 2011-GC5 GSMS 2012-ALOHA GSMS 2012-GCJ7 GSMS 2012-GCJ9 GSMS 2012-SHOP GOLDMAN SACHS 2005-ROCK GOLDMAN 2006-GG6 GOLDMAN 2006-GG8 GSMSC 2010-C1 GOLDMAN 2010-K5 - PRIMARY ONLY HMAC 1999 PH1 JPMC 2001 CIBC3 JPMC 2002 C1 JPMC 2002 C2 JPMC 2002 CIBC5 JPMC 2003-C1 JPMC 2003 CIBC6 JPMC 2003 ML1 JPMC 2005 LDP1 JPMC 2005-LDP2 JPMC 2006 FL1 JPMC 2006 FL2 JPMC 2006-LDP7 JPMC 2006-LDP9 JPMCC 2007-FL1 CREST 2003-2 CSCMT 2007-C4 COMPANION DBUBS 2011-LC1 COMPANION DBUBS 2011-LC3 COMPANION EXTENDED STAY AMERICA 2010- ESH MEZZ FHLMC COLNAT FOUR TIMES SQUARE 2006 - 4TS COMPANION FUNB 2001 C2 B NOTES FUNB 2001 C3 B NOTES GREENWICH CCFC 2004-FL2 (COMPONENT) GREENWICH CCFC 2005-FL3 (COMPONENT) GREENWICH CCFC 2007-GG11 COMPANION GREENWICH CCFC 04 GG1 COMPANION GREENWICH CCFC 05 GG5 COMPANION GREENWICH CCFC 2006-FL4 COMPANION GREENWICH CCFC 2007-GG9 COMPANION GREENWICH CCFC 2003 C1 COMPANION GREENWICH CCFC 2003 C2 COMPANION GECC 2002-3 COMPANION GECC 2003-C2 COMPANION GOLDMAN 2007-GG10 COMPANION GOLDMAN 2006-GG6 COMPANIONS GOLDMAN 2006-GG8 COMPANIONS GSMS 2010-C2 COMPANION GSMS 2011-GC3 COMPANION GSMS 2011-GC5 COMPANION GSMS 2012-GCJ7 COMPANION GSMSC 2010-C1 COMPANION SHORENSTEIN WAREHOUSE SL GREEN REALTY CORP/GRAMERCY SL GREEN - JPM REPO SL GREEN WAREHOUSE SQUARE MILE/RAM ACQ, LLC STARWOOD & DEUTSCHE REPO STARWOOD & GOLDMAN REPO STARWOOD AND CITI REP STARWOOD CITI REPO SUB 6 STARWOOD AND FORTRESS SA STARWOOD PROPERTY MORTGAGE LLC WAREHOUSE STARWOOD PROPERTY MORTGAGE SUB-2, L.L.C. WACHOVIA RED - STRUCTURED FINANCE STARWOOD TIAA ACQUISITION TALOS WAREHOUSE TEACHERS INSURANCE & ANNUITY ASSOCIATION TRT LENDING SUBSIDIARY LLC TRT LENDING REPO WAREHOUSE UBS WAREHOUSE VALSTONE WAREHOUSE VCC HEALTHCARE FUND, LLC VORNADO REALTY L.P. WAREHOUSE WASHINGTON SUB, LLC WACHOVIA GENERAL PARTICIPANT WBI WAREHOUSE (EUR) 007 WBI WAREHOUSE (GBP) 008 WBNA WAREHOUSE (EUR) 004 WBNA WAREHOUSE (GBP) 014 (page) JPMCC 2007-LDP10 JPMCC 2007-LDP11 JPMC 2011-PLSD YELLOW BRICK REAL ESTATE CAPITAL I, LLC COMM 2002-WFA MLMT0MW1A ESAT10ESH JPMCC 2007-LDP10 COMPANION JPMCC 2007-LDP11 COMPANION JPMC 2003-ML1 COMPANION ZCOF 2009-1 RE LOAN HOLDINGS, L.L.C FLIK03EPR WSWCM03C3A VFMMT02C4A WFIL WAREHOUSE (EUR) 005 WFIL WAREHOUSE (GBP) 006 WEST RIVER WAREHOUSE CHASE 2000-1 GECC 2001-2 LBUBS00C5C COMM11STRT (page) APPENDIX B APPLICABLE SERVICING CRITERIA WITH RESPECT TO THE PLATFORM
INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed NOT by Vendor(s) Performed performed by for which by vendor(s) the Company Performed the for which the or by Directly Company Company is subservicer(s) by is the NOT the or vendor(s) the Responsible Responsible retained by Company Party Party the Company Reference Criteria General Servicing Considerations Policies and procedures are instituted X X to monitor any performance or other triggers and events of default in accordance with the transaction 1122(d)(1)(i) agreements. If any material servicing activities X are outsourced to third parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing 1122(d)(1)(ii) activities. Any requirements in the transaction X agreements to maintain a back-up servicer 1122(d)(1)(iii) for the mortgage loans are maintained. A fidelity bond and errors and X 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 1122(d)(1)(iv) the transaction agreements. Cash Collection and Administration Payments on mortgage loans are deposited X 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 1122(d)(2)(i) agreements. Disbursements made via wire transfer on X behalf of an obligor or to investor are 1122(d)(2)(ii) made only by authorized personnel. Advances of funds or guarantees X regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in 1122(d)(2)(iii) the transaction agreements. The related accounts for the X 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 1122(d)(2)(iv) the transaction agreements. Each custodial account is maintained at X 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) 1122(d)(2)(v) of the Securities Exchange Act. Unissued checks are safeguarded so as X 1122(d)(2)(vi) to prevent unauthorized access. Reconciliations are prepared on a X monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These 1122(d)(2)(vii) reconciliations are (A)
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INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed NOT by Vendor(s) Performed performed by for which by vendor(s) the Company Performed the for which the or by Directly Company Company is subservicer(s) by is the NOT the or vendor(s) the Responsible Responsible retained by Company Party Party the Company Reference Criteria 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. Investor Remittances and Reporting Reports to investors, including those X X 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 1122(d)(3)(i)(A) in the transaction agreements; (B) provide information calculated in X accordance with the terms specified in 1122(d)(3)(i)(B) the transaction agreements; (C) are filed with the Commission as X 1122(d)(3)(i)(C) required by its rules and regulations; (D) agree with the investors' or trustee's X records as to the total unpaid principal balance and number of mortgage loans 1122(d)(3)(i)(D) serviced by the Servicer. Amounts due to investors are allocated X and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction 1122(d)(3)(ii) agreements. Disbursements made to an investor are X posted within two business days to the Servicer's investor records, or such other number of days specified in the transaction 1122(d)(3)(iii) agreements Amounts remitted to investors per the X investor reports agree with cancelled checks, or other form of payment, or 1122(d)(3)(iv) custodial bank statements. Pool Asset Administration Collateral or security on mortgage loans X X is maintained as required by the transaction agreements or related 1122(d)(4)(i) mortgage loan documents. Mortgage loan and related documents are X safeguarded as required by the 1122(d)(4)(ii) transaction agreements Any additions, removals or substitutions X(1) to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the 1122(d)(4)(iii) transaction agreements.
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INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed NOT by Vendor(s) Performed performed by for which by vendor(s) the Company Performed the for which the or by Directly Company Company is subservicer(s) by is the NOT the or vendor(s) the Responsible Responsible retained by Company Party Party the Company Reference Criteria Payments on mortgage loans, including any X payoffs, made in accordance with related [pool asset] 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 1122(d)(4)(iv) with the related mortgage loan documents. The Servicer's records regarding the X mortgage loans agree with the Servicer's records with respect to an obligor's 1122(d)(4)(v) unpaid principal balance. Changes with respect to the terms or X X 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 1122(d)(4)(vi) related pool asset documents. Loss mitigation or recovery actions X (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 1122(d)(4)(vii) agreements. Records documenting collection efforts X 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., 1122(d)(4)(viii) illness or unemployment). Adjustments to interest rates or rates X of return for mortgage loans with variable rates are computed based on the related 1122(d)(4)(ix) mortgage loan documents. Regarding any funds held in trust for X 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 1122(d)(4)(x)(A) agreements; (B) interest on such funds is X paid, or credited, to obligors in accordance with applicable mortgage 1122(d)(4)(x)(B) loan documents and state laws;
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INAPPLICABLE APPLICABLE SERVICING SERVICING CRITERIA SERVICING CRITERIA CRITERIA Performed NOT by Vendor(s) Performed performed by for which by vendor(s) the Company Performed the for which the or by Directly Company Company is subservicer(s) by is the NOT the or vendor(s) the Responsible Responsible retained by Company Party Party the Company Reference Criteria (C) such funds are returned to the obligor X within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the 1122(d)(4)(x)(C) transaction agreements. Payments made on behalf of an obligor X X(2) (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 1122(d)(4)(xi) the transaction agreements. Any late payment penalties in connection X X(2) 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 1122(d)(4)(xii) to the obligor's error or omission. Disbursements made on behalf of an X 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 1122(d)(4)(xiii) agreements. Delinquencies, charge-offs and X uncollectible accounts are recognized and recorded in accordance with the 1122(d)(4)(xiv) transaction agreements. Any external enhancement or other X support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set 1122(d)(4)(xv) forth in the transaction agreements. (1) There were no activities performed during the year ended December 31, 2012 with respect to the Platform, because there were no occurences of events that would require the Company to perform such activities. (2) The vendors, CoreLogic, Inc. and National Tax Search, LLC, provided separate Reg. AB 1122(d) attestations for their tax payment activities as they relate to criteria 1122(d)(4)(xi) and (xii).
EX-33.7 9 wcm12c09_33-7.txt EX-33.7 (logo) WELLS FARGO Brian W. Bartlett Executive Vice President and Business Manager Corporate Trust Services MAC R1204-010 9062 Old Annapolis Road Columbia, MD 21045 Tel: 410 884-2087 Fax: 443 367-2894 brian.bartlett@wellsfargo.com ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. The Company has determined that the servicing criteria are applicable in regards to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities, for which the Company provides master servicing, trustee, securities administration or paying agent services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the "Platform"). Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required in the related transaction agreements, or required by the Item 1122(d) servicing criteria in regards to the activities performed by the Company, except for the following criteria: 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which Management has determined are not applicable to the activities the Company performs with respect to the Platform ("the Applicable Servicing Criteria"). Period: As of and for the twelve months ended December 31, 2012 (the "Period"). Third parties classified as vendors: With respect to servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to handle certain Uniform Commercial Code filing functions required by the servicing criterion. The Company has determined that this vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company elects to take responsibility for assessing compliance with the portion of the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). The Company has policies and procedures in place to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion. With respect to the Platform and the Period, the Company provides the following assessment of compliance with respect to the Applicable Servicing Criteria: 1. The Company is responsible for assessing its compliance with the Applicable Servicing Criteria. 2. The Company has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on Interpretation 17.06 as described above. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment, the Company has complied, in all material respects with the Applicable Servicing Criteria, except as described in Schedule A hereto. 4. Schedule B hereto includes Management's discussion of the exceptions noted in Schedule A, including remediation efforts taken by the Company. KPMG LLP, an independent registered public accounting firm, has issued an attestation report on the Company's compliance with the Applicable Servicing Criteria for the Period. WELLS FARGO BANK, National Association By: /s/ Brian Bartlett Brian Bartlett Title: Executive Vice President Dated: February 28,2013 Wells Fargo Bank, N.A. (logo) Together we'll go far (page) Schedule A Material Instances of Noncompliance by the Company Management's assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows: * With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements. * With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. Schedule B Management's Discussion on Material Instances of Noncompliance by the Company Disclosure: During the Period, Wells Fargo identified Payment Errors (as defined below) and Reporting Errors (as defined below) on certain residential mortgage-backed securities ("RMBS") transactions in the Platform. Although no individually identified error, in and of itself, was found to be material to the Platform, when the errors were considered in the aggregate, Management determined that, for Platform purposes, there were material instances of noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB. For purposes of this Schedule B, the term "Payment Errors" means the identified payment errors that occurred during the Period and that, when considered in the aggregate, led to Management's determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB. For purposes of this Schedule B, the term "Reporting Errors" means the identified reporting errors that occurred during the Period and that, when considered in the aggregate, led to Management's determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(ii) of Regulation AB. The identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting. Scope of the Material Instances of Noncompliance: The identified Payment Errors and Reporting Errors that led to Management's determination that material instances of noncompliance with respect to the Platform had occurred were limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Management's determination that there were material instances of noncompliance for the Platform. In some instances, the identified Payment Errors which contributed to Management's determination that there were material instances of noncompliance for the Platform were also considered material to the transactions on which they occurred. None of the identified Reporting Errors which contributed to Management's determination that there were material instances of noncompliance for the Platform were considered material for a particular transaction. For all transactions in the Platform (including RMBS transactions with identified Payment Errors and Reporting Errors), Management delivered an Item 1123 certification to the extent it was required to do so pursuant to the requirements of the applicable transaction documents and Regulation AB. Where there was an identified Payment Error that was considered material for an individual transaction, the Item 1123 certification included a description of the nature and scope of such error. Remediation: Appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors that led to Management's determination that material instances of noncompliance with respect to the Platform had occurred. Further, adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors. Material Instance of Noncompliance by any Vendor NONE Material Deficiencies in Company's Policies and Procedures to Monitor Vendor's Compliance NONE EX-33.8 10 wcm12c09_33-8.txt EX-33.8 (logo) WELLS FARGO Wells Fargo Bank, N.A. Document Custody 1015 10th Avenue Southeast Minneapolis, MN 55414 ASSESSMENT OF COMPLIANCE WITH THE APPLICABLE SERVICING CRITERIA Management of the Document Custody Section of the Corporate Trust Services division of Wells Fargo Bank, National Association (the "Company") is responsible for assessing compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB of the Securities and Exchange Commission. Management has determined that the servicing criteria are applicable in regard to the servicing platform for the period as follows: Platform: Publicly-issued (i.e., transaction-level reporting required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and commercial mortgage-backed securities issued on or after January 1, 2006 for which the Company provides document custody services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity (the "Platform"). Period: As of and for the twelve months ended December 31, 2012 (the "Period"). Applicable Servicing Criteria: The servicing criteria set forth in Item 1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii), in regard to the activities performed by the Company with respect to the Platform (the "Applicable Servicing Criteria"). Management of the Company has determined that all other servicing criteria set forth in Item 1122(d) are not applicable to the Platform. With respect to the Platform and the Period, the Company's management provides the following assertion of compliance with respect to the Applicable Servicing Criteria: 1. The Company's management is responsible for assessing the Company compliance with the Applicable Servicing Criteria. 2. The Company management has assessed the Company compliance with the Applicable Servicing Criteria. In performing this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB. 3. Based on such assessment as of and for the Period, the Company has complied, in all material respects with the Applicable Servicing Criteria. KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management's assertion of compliance with the Applicable Servicing Criteria as of and for the Period. WELLS FARGO BANK, National Association By: /s/ Shari Gillund Shari L. Gillund Title: Senior Vice President Dated: February 15, 2013 Wells Fargo Bank, N.A. EX-34.1 11 wcm12c09_34-1.txt EX-34.1 (logo)pwc Report of Independent Registered Public Accounting Firm To the Board of Directors of CoreLogic, Inc.: We have examined management's assertion, included in the accompanying Report on Assessment of Compliance, that CoreLogic Commercial Real Estate Services, Inc. (the "Company"), an indirect subsidiary of CoreLogic, Inc. complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for all loans for commercial mortgage loan outsourcing customers for which the Company served as the commercial tax service provider (the "Platform"), as of December 31, 2012 and for the year then ended, only including 1122(d)(1)(iv), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are applicable to the servicing activities performed by it with respect to the 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 servicing activities related to the Platform, and determining whether the Company performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected 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's 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, 2012 for all loans for commercial mortgage loan outsourcing customers for which the Company served as the commercial tax service provider is fairly stated, in all material respects. /s/PricewaterhouseCoopers LLP February 6, 2013 PricewaterhouseCoopers LLP, 2001 Ross Avenue, Suite 1800, Dallas, Texas 75201 T: (214) 999-1400, F: (214) 754-7991, www.pwc.com/us EX-34.2 12 wcm12c09_34-2.txt EX-34.2 (logo) pwc Report of Independent Registered Public Accounting Firm To the Board of Directors, PNC Financial Services Group, Inc.: We have examined management's assertion, included in the accompanying Report on Assessment of Compliance with Regulation AB Servicing Criteria, that Midland Loan Services, a division of PNC Bank, National Association ("Midland" or 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- backed securities transactions (the "Platform"), as of December 31, 2012 and for the year then ended, excluding criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(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 servicing activities performed by it with respect to the 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, including 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's compliance with the servicing criteria. In our opinion, management's assertion that Midland Loan Services complied with the aforementioned applicable servicing criteria as of and for the year ended December 31, 2012 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 1, 2013 PricewaterhouseCoopers LLP, 1100 Walnut, Suite 1300, Kansas City, MO 64106 T: (816) 472 7921, F: (816) 218 1890, www.pwc.com/us (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES Report on Assessment of Compliance with Regulation AB Servicing Criteria Midland Loan Services ("Midland"), a division of PNC Bank, National Association, is responsible for assessing compliance with the applicable servicing criteria set forth in Item 1122 (d) of Regulation AB of the Securities and Exchange Commission ("Regulation AB"), as set forth in Appendix A hereto, relating to its role in the servicing of commercial mortgage-backed securities transactions. Midland has assessed its compliance with the applicable servicing criteria as of and for the year ended December 31, 2012 (the "Reporting Period"). In making this assessment, Midland used the criteria set forth by the Securities and Exchange Commission ("SEC") in Item 1122(d) of Regulation AB. This report covers the commercial mortgage-backed securities transactions (the "Platform"). Midland engaged certain vendors, which are not servicers as defined in item 1101(j) of Regulation AB (the "Vendors"), to perform specific, limited or scripted activities related to portions of the servicing criteria as set forth in Appendix A. Midland elects to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in Appendix A. Midland has not identified and is not aware of any material instances of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2012 and for the Reporting Period with respect to the Platform taken as a whole, nor has it identified any material deficiencies in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2012 and for the Reporting Period with respect to the Platform taken as a whole. Based on this assessment, Midland believes that, as of and for the year ended December 31, 2012, Midland has complied in all material respects with the servicing criteria set forth in Item 1122(d) of Regulation AB relating to its role in the servicing of commercial mortgage- backed securities transactions. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation report on Midland's assessment of compliance with the applicable servicing criteria as of and for the year ended December 31, 2012. MIDLAND LOAN SERVICES a division of PNC Bank, National Association /s/ Steven W. Smith Steven W. Smith Executive Vice President /s/ Bradley J. Hauger Bradley J. Hauger Senior Vice President Date: March 1, 2013 Member of The PNC Financial Services Group 10851 Mastin Boulevard Overland Park, Kansas 66210 800-327-8083 www.pnc.com/midland 1 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES APPENDIX A
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party General Servicing Considerations 1122(d)(1)(i) Policies and procedures are instituted to monitor any X performance or other triggers and events of default in accordance with the transaction agreements. . 1122(d)(1)(ii) If any material servicing activities are outsourced to third X parties, policies and procedures are instituted to monitor the third party's performance and compliance with such servicing activities. 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain N/A^1 a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on X 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 the transaction agreements. Cash Collection and Administration 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate X 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. 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or X to an investor are made only by authorized personnel. 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash X flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve X 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. 1122(d)(2)(v) Each custodial account is maintained at a federally insured X 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. 1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized X access. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
2 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party Cash Collection and Administration (continued) 1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset- backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations: (A) Are mathematically accurate; X (B) Are prepared within 30 calendar days after the X bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than X the person who prepared the reconciliation; and (D) Contain explanations for reconciling items. These X reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. 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 X other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with N/A^1 the terms specified in the transaction agreements; (C) Are filed with the Commission as required by its N/A^1 rules and regulations; and (D) Agree with the investor's or the trustee's records as to N/A^1 the total unpaid principal balance and number of pool assets serviced by the servicer. 1122(d)(3)(ii) Amounts due to investors are allocated and remitted in N/A^1 accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. 1122(d)(3)(iii) Disbursements made to an investor are posted within two N/A^1 business days to the servicer's investor records, or such other number of days specified in the transaction agreements. 1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree N/A^1 with cancelled checks, or other form of payment, or custodial bank statements. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
3 (page) (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES
APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party Pool Asset Administration 1122(d)(4)(i) Collateral or security on pool assets is maintained as required by X X the transaction agreements or related mortgage loan documents. (only with respect to removal from pools) 1122(d)(4)(ii) Pool assets and related documents are safeguarded as required X by the transaction agreements. 1122(d)(4)(iii) Any additions, removals or substitutions to the asset pool are X X made, reviewed and approved in accordance with any conditions (only with or requirements in the transaction agreements. respect to removal from pools) 1122(d)(4)(iv) Payments on pool assets, including any payoffs, made in X accordance with the related pool asset 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 pool asset documents. 1122(d)(4)(v) The servicer's records regarding the pool assets agree with the X servicer's records with respect to an obligor's unpaid principal balance. 1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's pool X X asset (e.g., loan modifications or re-agings) are made, reviewed (only with and approved by authorized personnel in accordance with the respect to transaction agreements and related pool asset documents. loan assumptions) 1122(d)(4)(vii) Loss mitigation or recovery actions (e.g., forbearance plans, X 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. 1122(d)(4)(viii) Records documenting collection efforts are maintained during X the period a pool asset 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 pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 1122(d)(4)(ix) Adjustments to interest rates or rates of return for pool assets X with variable rates are computed based on the related pool asset documents. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
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APPLICABLE SERVICING CRITERIA SERVICING CRITERIA Performed by Vendor(s) for which Midland is Performed the Directly by Responsible Reference Criteria Midland Party Pool Asset Administration (continued) 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 X obligor's pool asset 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 X obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 X calendar days of full repayment of the related pool asset, or such other number of days specified in the transaction agreements. 1122(d)(4)(xi) Payments made on behalf of an obligor (such as tax or insurance X X payments) are made on or before the related penalty or (only with expiration dates, as indicated on the appropriate bills or notices respect to for such payments, provided that such support has been received tax-related by the servicer at least 30 calendar days prior to these dates, or activities) such other number of days specified in the transaction agreements. 1122(d)(4)(xii) Any late payment penalties in connection with any payment X 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. 1122(d)(4)(xiii) Disbursements made on behalf of an obligor are posted within X two business days to the obligor's records maintained by the servicer, or such other number of days specified in the transaction agreements. 1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are X recognized and recorded in accordance with the transaction agreements. 1122(d)(4)(xv) Any external enhancement or other support, identified in Item N/A^1 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. ^1 Midland has determined servicing criteria 1122(d)(1)(iii), 1122(d)(3)(i)(B), 1122(d)(3)(i)(C), 1122(d)(3)(i)(D), 1122(d)(3)(ii), 1122(d)(3)(iii), 1122(d)(3)(iv), and 1122(d)(4)(xv) to be inapplicable to the activities Midland performs with respect to the commercial mortgage-backed securities transactions being serviced.
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EX-34.3 13 wcm12c09_34-3.txt EX-34.3 (logo) plante moran Plante & Moran, PLLC Suite 2700 225 W. Washington St. Chicago, IL 60606 Tel: 312.899.4460 Fax: 312.726.3262 plantemoran.com Report of Independent Registered Public Accounting Firm To the Board of Directors National Tax Search, LLC We have examined management's assertion, included in the accompanying Management's Report on Assessment of Compliance with Securities and Exchange Commission's Regulation AB Servicing Criteria, that National Tax Search, LLC (the "Company") complied with certain servicing criteria set forth in Item 1122(d) of the Security and Exchange Commission's Regulation AB for the National Tax Search TaxQ system (the "Platform") as of and for the year ended December 31, 2012. The Company has determined that only certain servicing criteria, 1122(d)(1)(ii), 1122(d)1(iv), 1122(d)2(ii), 1122(d)2(v), 1122(d)2(vi), 1122(d)2(vii), 1122(d)(4)(xi), and 1122(d)(4)(xii), are applicable to the activities performed by it with respect to the Platform covered by this report. The Company has determined that the remaining servicing criteria set forth in Item 1122(d) of the SEC Regulation AB are not applicable to the activities performed by it with respect to the Platform covered by this report. Management is responsible for the Company's compliance with those servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the servicing criteria based on our examination. Our examination was conducted in accordance with 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 a selection of a sample of transactions and compliance activities related to the Platform during the examination period and determining whether the Company processed those transactions and performed those activities in compliance with the servicing criteria. Our testing of selected transactions and compliance activities was limited to calculations, reports, and activities performed by the Company during the period covered by this report. Our procedures did not include determining whether errors may have occurred prior to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. In our opinion, management's assertion that the Company complied with the aforementioned servicing criteria as of and for the year ended December 31, 2012 for the Platform is fairly stated in all material respects. /s/Plante & Moran, PLLC Chicago, IL February 8, 2013 Praxity MEMBER GLOBAL ALLIANCE OF INDEPENDENT FIRMS EX-34.4 14 wcm12c09_34-4.txt EX-34.4 (logo)pwc Exhibit B 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, 2012 and for the year then ended excluding criteria 1122(d)(l)(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's 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, 2012 for the Platform is fairly stated, in all material respects. /s/ PricewaterhouseCoopers LLP March 8, 2013 PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017 T: (646) 471 3000, F: (646) 471 8320, www.pwc.com/us (page) 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-PWRll ("BSCMS 2006-PWRll") 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 Steams Commercial Mortgage Securities Inc., Commercia1 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-PWRl8 ("BSCMS 2007-PWRl8") 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 (page) EXHIBIT C 16. WFRBS Commercial Mortgage Trust 2012-C9, Commercial Mortgage Pass-Through Certificates, Series 2012-C9 17. WFRBS Commercial Mortgage Trust 2012-ClO, Commercial Mortgage Pass-Through Certificates, Series 2012-Cl0 EX-34.5 15 wcm12c09_34-5.txt EX-34.5 (logo) Grant Thornton Audit . Tax . Advisory Grant Thornton LLP 201 South College Street Suite 2500 Charlotte, NC 28244 T 704.632.3500 Report of Independent Registered Public Accounting Firm Board of Directors TriMont Real Estate Advisors, Inc We have examined management's assertion, included in the accompanying Management's Certification Regarding Compliance with Applicable Servicing Criteria ("Management's Report"), that TriMont Real Estate Advisors, Inc (the "Company") complied with the servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission's Regulation AB as of and for the year ended December 31, 2012, except for those criteria noted as not applicable (N/A) within Exhibit A. The transactions covered by this report are only those transactions processed by the Company in its capacity as trust, senior trust or operating advisor for the asset backed securities transactions (the "Platform"). Reference Exhibit B for the transactions covered by this examination. Management is responsible for the Company's compliance with the applicable servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company's compliance with the applicable servicing criteria for the Platform based on our examination. Our examination was conducted in accordance with the 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 for the Platform and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities constituting the Platform and evaluating whether the Company performed servicing activities related to those transactions and securities in compliance with the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not have included servicing activities related to each asset-backed transaction or security constituting the Platform. Further, our examination was not designed to detect material noncompliance that may have occurred prior to the period covered by this report and that may have affected the Company's servicing activities 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's compliance with the applicable servicing criteria. 1 (page) In our opinion, management's assertion that Trimont Real Estate Advisors, Inc complied with the applicable servicing criteria identified in Exhibit A and Exhibit B as of and for the year ended December 31, 2012 for the Platform is fairly stated, in all material respects. Charlotte, North Carolina /s/ Grant Thornton LLP March 1, 2013 2 EX-34.6 16 wcm12c09_34-6.txt EX-34.6 (logo) KPMG KPMG LLP Suite 1400 55 Second Street San Francisco, CA 94105 Report of Independent Registered Public Accounting Firm The Board of Directors Wells Fargo Bank, National Association: We have examined management's assessment, included in the accompanying Management's Assessment, that Wells Fargo Commercial Mortgage Servicing ("CMS"), a division of Wells Fargo Bank, National Association (the "Company"), complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for the servicing of commercial mortgage loans (the "Platform"), except for servicing criteria 1122(d)(l)(iii), 1122(d)(3)(i)(B-D), 1122(d)(3)(ii-iv), and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the year ended December 31, 2012. The company has determined that servicing criteria 1122(d)(4)(xi) and 1122(d)(4)(xii), are applicable to the activities the Company performs with respect to the Platform, except for certain tax payment activities which the Company has engaged various vendors to perform. With respect to applicable servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the year ended December 31, 2012 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Appendix A to the accompanying Management's Assessment identifies the commercial mortgage pools and other structures involving the commercial mortgage loans defined by management as constituting the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with the 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 servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing 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 servicing criteria. Furthermore, 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 determine whether errors may have occurred either 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 for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. As described in the accompanying Management's Assessment, for servicing criteria 1122(d)(l)(i), 1122(d)(3)(i)(A), 1122(d)(4)(i), and 1122(d)(4)(vi), the Company has engaged various vendors to perform certain activities required by these servicing criteria. The Company has determined that none of these vendors are considered a "servicer" as defined in Item ll0l(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with these servicing criteria applicable to each vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG lnternational Cooperative ("KPMG International"), a Swiss entity, (page) (logo) KPMG Publicly Available Telephone Interpretations (Interpretation 17.06). As permitted by Interpretation 17.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendors' activities comply in all material respects with the servicing criteria applicable to each vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors and related criterion as described in its assertion, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. In our opinion, management's assessment that the Company complied with the aforementioned servicing criteria, including servicing criteria 1122(d)(l)(i), 1122(d)(3)(i)(A), 1122(d)(4)(i), and 1122(d)(4)(vi) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the year ended December 31, 2012 is fairly stated, in all material respects. /s/ KPMG LLP San Francisco, California March 14, 2013 2 EX-34.7 17 wcm12c09_34-7.txt EX-34.7 (logo) KPMG KPMG LLP Aon Center Suite 5500 200 East Randolph Drive Chicago, IL 60601-6436 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank, National Association: We have examined the Corporate Trust Services division of Wells Fargo Bank, National Association's (the Company) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) and certain privately-issued (i.e., for which transaction-level reporting is required pursuant to contractual obligation) residential mortgage-backed securities, commercial mortgage-backed securities and other asset-backed securities for which the Company provides master servicing, trustee, securities administration and/or paying agent services, excluding any such securities issued by an agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Corporation) or any government sponsored entity, and further excluding the transactions issued prior to 2006 for which Wells Fargo outsources all material servicing activities (as defined by Regulation AB) (the Platform), except for servicing criteria 1122(d)(4)(ii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii) and 1122(d)(4)(xiii), which the Company has determined are not applicable to the activities it performs with respect to the Platform, as of and for the twelve months ended December 31, 2012. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on the Company's compliance based on our examination. Our examination was conducted in accordance with the 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 servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing 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 servicing criteria. Furthermore, 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 determine whether errors may have occurred either 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 for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. As described in management's Assessment of Compliance With the Applicable Servicing Criteria, for servicing criterion 1122(d)(4)(i), the Company has engaged a vendor to perform the activities required by this servicing criterion. The Company has determined that this vendor is not considered a "servicer" as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations ("Interpretation 17.06"). As permitted by Interpretation 17.06, the Company has asserted that it has KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative ("KPMG International"), a Swiss entity. (page) policies and procedures in place designed to provide reasonable assurance that the vendor's activities comply in all material respects with the servicing criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendor and related criterion as described in management's Assessment of Compliance With the Applicable Servicing Criteria, and we performed no procedures with respect to the Company's eligibility to apply Interpretation 17.06. Our examination disclosed the following material noncompliance with servicing criteria 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as applicable to the Company during the twelve months ended December 31, 2012: * With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements. * With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. In our opinion, except for the material noncompliance described above, the Company complied with the aforementioned servicing criteria, including servicing criterion 1122(d)(4)(i) for which compliance is determined based on Interpretation 17.06 as described above, as of and for the twelve months ended December 31, 2012, in all material respects. We do not express an opinion or any form of assurance on Management's Discussion on Material Instances of Noncompliance by the Company included in Schedule B of management's Assessment of Compliance with the Applicable Servicing Criteria. /s/ KPMG LLP Chicago, Illinois February 28, 2013 EX-34.8 18 wcm12c09_34-8.txt EX-34.8 (logo) KPMG KPMG LLP Aon Center Suite 5500 200 East Randolph Drive Chicago, IL 60601-6436 Report of Independent Registered Public Accounting Firm The Board of Directors The Corporate Trust Services division of Wells Fargo Bank, National Association: We have examined the management's assessment, included in the accompanying Assessment of Compliance with the Applicable Servicing Criteria, that the Document Custody Section of the Corporate Trust Services division of Wells Fargo Bank, National Association (the Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission's Regulation AB for publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) residential mortgage-backed securities and commercial mortgage-backed securities issued on or after January 1, 2006 for which the Company provides document custody services, excluding any such securities issued by any agency or instrumentality of the U.S. government (other than the Federal Deposit Insurance Company) or any government sponsored entity (the Platform), as of and for the twelve months ended December 31, 2012. Management has determined that servicing criteria 1122(d)(1)(iv), 1122(d)(4)(i) and 1122(d)(4)(ii) are applicable to the activities it performs with respect to the Platform, and that all other servicing criteria set forth in Item 1122(d) are not applicable to the document custody services provided by the Company with respect to the Platform. Management is responsible for the Company's compliance with the servicing criteria. Our responsibility is to express an opinion on management's assessment about the Company's compliance based on our examination. Our examination was conducted in accordance with the 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 servicing criteria specified above and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing 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 servicing criteria. Furthermore, 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 determine whether errors may have occurred either 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 for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria. KPMG LLP is a Delaware limited liability partnership, the U.S. member firm of KPMG International Cooperative ("KPMG International"), a Swiss entity. (page) (logo) KPMG In our opinion, management's assessment that the Company complied with the aforementioned servicing criteria, as of and for the twelve months ended December 31, 2012 is fairly stated, in all material respects. /s/ KPMG LLP Chicago, Illinois February 15, 2013 EX-35.1 19 wcm12c09_35-1.txt EX-35.1 (logo) MIDLAND (logo) PNC LOAN REAL ESTATE SERVICES OFFICER CERTIFICATE WF-RBS Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates Series 2012-C9 March 1, 2013 Pursuant to the requirements of that certain Pooling and Servicing Agreement (the "Agreement"), it is hereby certified that on behalf of PNC Bank, National Association d/b/a Midland Loan Services as successor by merger to Midland Loan Services, Inc. (the "Servicer"), (i) a review of the Servicer's activities during the calendar year 2012 (the "Reporting Period") and of its performance under the Agreement has been made under the undersigned officer's supervision; (ii) to the best of the undersigned officer's knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Agreement in all material respects throughout the Reporting Period or, if there has been a failure to fulfill any such obligation in any material respect, each such failure known to the undersigned officer and the nature and status thereof are set forth below; and Nature and Status of Failures: None. PNC BANK, NATIONAL ASSOCATION d/ba MIDLAND LOAN SERVICES /s/ Steven W. Smith Steven W. Smith Executive Vice President Member of The PNC Financial Services Group 10851 Mastin Boulevard Overland Park, Kansas 66210 800-327-8083 www.pnc.com/midland EX-35.2 20 wcm12c09_35-2.txt EX-35.2 (logo) WELLS FARGO Commercial Mortgage Servicing D1086-120, 12th Floor 550 South Tryon Street Charlotte, NC 28202 1-800-326-1334 ANNUAL STATEMENT OF COMPLIANCE Reference is hereby made to that certain Pooling and Servicing Agreement dated as of October 1, 2012, by and among RBS Commercial Funding Inc., as Depositor, Wells Fargo Bank, National Association, as Master Servicer, Certificate Administrator, Tax Administrator and Custodian, Midland Loan Services, a division of PNC Bank, National Association, as Special Servicer, Trimont Real Estate Advisors, Inc., as Trust Advisor and U.S. Bank National Association, as Trustee, with respect to Commercial Mortgage Pass-Through Certificates WFRBS 2012-C9 (the "Agreement"). Capitalized terms used herein not otherwise defined shall have the meanings assigned in the Agreement. Pursuant to Section 11.12 of this Agreement, I, Daniel Bober, Executive Vice President of Commercial Mortgage Services do hereby certify that: 1. A review of the activities of the Servicer during the period from October 1, 2012 through December 31, 2012, and of its performance per the Agreement during such period has been made under my supervision, and 2. To the best of my knowledge, based on such review, the Servicer, has fulfilled all of its obligations under this Agreement in all material respects throughout the period October 1, 2012 through December 31, 2012. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the 13th day of March 2013. /s/ Daniel Bober Daniel Bober Executive Vice President Wells Fargo Bank Wells Fargo Bank, N.A. (logo) Together we'll go far EX-35.3 21 wcm12c09_35-3.txt EX-35.3 (logo) WELLS FARGO Corporate Trust Services MAC R1204-010 9062 Old Annapolis Road Columbia, MD 21045 Tel: 410 884 2000 Fax: 410 715 2380 RBS Commercial Funding Inc. 600 Washington Boulevard Stamford, Connecticut 06901 RE: Annual Statement as to Compliance The undersigned, a duly authorized officer of Wells Fargo Bank, N.A. ("Wells Fargo"), hereby certifies as follows for the calendar year 2012: (a) a review of Wells Fargo's activities as assigned and agreed to under the servicing agreement(s) listed on Schedule A hereto (the "Servicing Agreement(s)") has been made under my supervision; and (b) to the best of my knowledge, based on such review Wells Fargo has fulfilled all of its obligations under the Servicing Agreement(s) in all material respects throughout the reporting period, except as noted in Schedule B. March 15, 2013 /s/ Julie Eichler JULIE EICHLER Vice President Wells Fargo Bank, N.A. (logo) Together we'll go far (page) (logo) WELLS FARGO Corporate Trust Services MAC R1204-010 9062 Old Annapolis Road Columbia, MD 21045 Tel: 410 884 2000 Fax: 410 715 2380 To: RBS Commercial Funding Inc. Schedule A List of Servicing Agreement(s) and Series Pooling and Servicing Agreement for RBS Commercial Funding Inc. Commercial Mortgage Pass-Through Certificates, Series 2012-C9, Wells Fargo Bank, N.A. as Certificate Administrator, as applicable. Pooling and Servicing Agreement for Wells Fargo Commercial Mortgage Securities Inc. Commercial MortgagePass-Through Certificates Series 2012-C7, Wells Fargo Bank, N.A. as Certificate Administrator, as applicable. Wells Fargo Bank, N.A. (page) (logo) WELLS FARGO Corporate Trust Services MAC R1204-010 9062 Old Annapolis Road Columbia, MD 21045 Tel: 410 884 2000 Fax: 410 715 2380 To: RBS Commercial Funding Inc. Schedule B Material Instances of Non-Compliance No instances to report Wells Fargo Bank, N.A.