Attached files
EX-33.6
Management's Assertion on Compliance with Applicable
Regulation AB Servicing Criteria
1. Rialto Capital Advisors, LLC ("Rialto"), the special servicer for the
transactions listed below, is responsible for assessing compliance with the
servicing criteria applicable to it under paragraph (d) of Item 1122 of
Regulation AB, for the period from May 1, 2012*, up to and including December
31, 2012 (the "Reporting Period"), as set forth in Appendix A hereto. The
transactions covered by this report include following commercial mortgage-
asset backed securities transactions for which Rialto acted as special
servicer on or after May 1, 2012 (the "Platform"), and were registered after
January 1, 2006 with the Securities and Exchange Commission pursuant to the
Securities Act of 1933:
* FDIC 2012-C1
* WFRBS 2012-C8
* WFCM 2012-LC5
* UBS 2012-C3
* UBS 2012-C4
* GSMS 2012-GCJ9
* JPMCC 2012-LC9
2. Rialto has engaged certain vendors (the "Vendors") to perform specific,
limited, or scripted activities, and Rialto 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
hereto. Rialto has determined that its Vendors are not "servicers" as defined
in Item 1101 (j) of Regulation AB and asserts that it has policies and
procedures in place to provide reasonable assurance that the Vendors'
activities comply, in all material respects, with the servicing criteria
applicable to each vendor;
3. Except as set forth in paragraph 4 below, Rialto used the criteria set forth
in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;
4. The criteria listed in the column titled "Inapplicable Servicing Criteria"
on Appendix A hereto are inapplicable to Rialto based on the activities it
performs, directly or through its Vendors, with respect to the Platform;
5. Rialto 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;
6. Rialto has not identified and is not aware of any material instance 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;
(page)
7. Rialto has not identified any material deficiency 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; and
8. NDB Accountants & Consultants LLP, a registered public accounting firm, has
issued an attestation report on Rialto's assessment of compliance with the
applicable servicing criteria for the Reporting Period.
Date: February 28, 2013
Name: Thekla Salzman
Title: Chief Administrative Officer
Signature: /s/ Thekla Salzman
*Rialto Capital Advisors, LLC was not a named special servicer on any
transactions subject to paragraph (d) of Item 1122 of Regulation AB prior to
May 1, 2012 as a result this Assertion only covers the period commencing May 1,
2012 through and including December 31, 2012.
(page)
APPENDIX A
SERVICING CRITERIA
Performed Inapplicable
by Special Servicing
Reference Criteria Servicer Criteria
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 X
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 X1
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.
(page)
SERVICING CRITERIA
Performed Inapplicable
by Special Servicing
Reference Criteria Servicer Criteria
1122(d)(2)(vii) Reconciliations are prepared on a monthly basis for all asset- X
backed 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
1122(d)(3)(i) Reports to investors, including those to be filed with X2
the Commission, are maintained in accordance with the transaction
agreements and applicable Commission requirements.
Specifically, such reports (A) are prepared in accordance with
timeframes and other terms set forth in the transaction agreements;
(B) provide information calculated in accordance with the terms
specified in the transaction agreements; (C) are filed with the
Commission as required by its rules and regulations; and (D) agree
with the investor's or the trustee's records as to 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 X
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 X
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 X
with cancelled checks, or other form of payment, or custodial
bank statements.
(page)
SERVICING CRITERIA
Performed Inapplicable
by Special Servicing
Reference Criteria Servicer Criteria
Pool Asset Administration
1122(d)(4)(i) Collateral or security on [pool assets] is maintained as required by X
the transaction agreements or related mortgage loan documents.
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
made, reviewed and approved in accordance with any conditions
or requirements in the transaction agreements.
1122(d)(4)(iv) Payments on [pool assets], including any payoffs, made in X3
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
assets] (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.
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.
(page)
SERVICING CRITERIA
Performed Inapplicable
by Special Servicing
Reference Criteria Servicer Criteria
1122(d)(4)(x) Regarding any funds held in trust for an obligor (such as escrow X
accounts): (A) such funds are 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) such funds are returned to the obligor within 30 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
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 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 X
1114(a)(1) through (3) or Item 1115 of Regulation AB, is
maintained as set forth in the transaction agreements.
1) Rialto performs the activities pertaining to these criteria, except for specific, limited activities performed by its third
party property managers relating to REO Property, if any. Rialto has elected to take responsibility for assessing
compliance with these servicing criteria with respect to the activities of its third party property managers.
2) Only items (A) and (B) of the Servicing Criteria are applicable to Rialto Capital Advisors, LLC as special servicer.
Items (C) and (D) are inapplicable as the responsibility for filing reports with the Commission and agreeing totals to
the Servicer records rests with the Trustee and/or Certificate Administrator, as applicable.
3) Primary responsibility for processing borrower payments rests with the Master Servicer, however, Rialto Capital
Advisors, LLC may from time to time receive payments on an exception basis which are forwarded to the Master
Servicer in accordance with such criterion.
