Attached files
EX-33.3
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
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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.
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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.
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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.
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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.
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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.
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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
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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
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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
