Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to _______________ from _______________
Commission file number of issuing entity: 333-177354-01
UBS Commercial Mortgage Trust 2012-C1
(Exact name of issuing entity as specified in its Charter)
UBS Commercial Mortgage Securitization Corp.
(Exact name of depositor as specified in its Charter)
UBS Real Estate Securities Inc.
Barclays Bank PLC
Starwood Mortgage Funding II LLC (formerly known as
Archetype Mortgage Funding II LLC)
(Exact names of the sponsors as specified in their Charters)
45-5186367
45-5480507
New York 46-6155120
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana CA 92705
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 713-2000
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
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 Website, 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 definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
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 of the last business day of
the registrant's most recently completed second fiscal quarter.
Not Applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not Applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2)
Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1980).
Not applicable.
Explanatory Note
The Exhibit Index describes exhibits provided by certain parties (in
their capacities indicated on the Exhibit Index) with respect to the
Trinity Centre Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan
and the 1700 Market Street Mortgage Loan, which constituted approximately
6.6%, 6.4% and 4.6%, respectively, of the asset pool of the issuing
entity as of its cut-off date. The Trinity Centre Mortgage Loan, the
Poughkeepsie Galleria Mortgage Loan and the 1700 Market Street Mortgage
Loan are each an asset of the issuing entity and are each part of a
respective loan combination that includes the Trinity Centre Mortgage
Loan, the Poughkeepsie Galleria Mortgage Loan and the 1700 Market Street
Mortgage Loan and one other pari passu loan, which is not an asset of the
issuing entity. The other pari passu portion of each loan combination was
securitized in the UBSC 2011-C1 Mortgage Trust transaction, Commission
File Number 333-166711-01 (the "UBSC 2011-C1 Transaction"). These loan
combinations, including the Trinity Centre Mortgage Loan, the
Poughkeepsie Galleria Mortgage Loan and the 1700 Market Street Mortgage
Loan, respectively, are each being serviced and administered pursuant to
the pooling and servicing agreement for the UBSC 2011-C1 Transaction,
which is incorporated by reference as Exhibit 4.2 to this Annual Report
on Form 10-K.
Wells Fargo Bank, National Association ("Wells Fargo Bank") is the master
servicer of the mortgage loans serviced under the Pooling and Servicing
Agreement and the primary servicer of the Trinity Centre Mortgage Loan
and the 1700 Market Street Mortgage Loan. These mortgage loans, in the
aggregate, constituted more than 10% of the asset pool of the issuing
entity as of its cut-off date. Thus, Wells Fargo Bank is a "servicer,"
as defined in Item 1108(a)(iii) of Regulation AB, with respect to these
mortgage loans. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance
statements delivered by Wells Fargo Bank in the capacities described
above are listed in the Exhibit Index.
KeyBank National Association ("KeyBank"), is the primary servicer of five
of the mortgage loans serviced under the Pooling and Servicing Agreement,
which together constituted more than 14.6% of the asset pool of the
issuing entity as of its cut-off date, and of the Poughkeepsie Galleria
Mortgage Loan. These mortgage loans, in the aggregate, constituted more
than 10% of the asset pool of the issuing entity as of its cut-off date.
Thus, KeyBank is a "servicer," as defined in Item 1108(a)(iii) of
Regulation AB, with respect to these mortgage loans. The assessments
of compliance with applicable servicing criteria, accountants' attestation
reports and servicer compliance statements delivered by KeyBank in the
capacities described above are listed in the Exhibit Index.
Midland Loan Services, a Division of PNC Bank, National Association
("Midland") is the special servicer of the mortgage loans serviced under
the Pooling and Servicing Agreement and the special servicer of the
Trinity Centre Mortgage Loan, Poughkeepsie Galleria Mortgage Loan and
the 1700 Market Street Mortgage Loan. These mortgage loans, in the
aggregate, constituted more than 10% of the asset pool of the issuing
entity as of its cut-off date. Thus, Midland is a "servicer," as
defined in Item 1108(a)(iii) of Regulation AB, with respect to these
mortgage loans. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance
statements delivered by Midland in the capacities described above are
listed in the Exhibit Index.
Midland acted as the special servicer of the mortgage loans serviced under
the Pooling and Servicing Agreement and special servicer of the Trinity
Centre Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan and the 1700
Market Street Mortgage Loan under the pooling and servicing agreement for
the UBSC 2011-C1 Transaction prior to August 30, 2013 when it was removed
as special servicer under the Pooling and Servicing Agreement and as
special servicer of the Trinity Centre Mortgage Loan, the Poughkeepsie
Galleria Mortgage Loan and the 1700 Market Street Mortgage Loan under the
pooling and servicing agreement for the UBSC 2011-C1 Transaction. Midland
was replaced as special servicer under the Pooling and Servicing Agreement
and special servicer of the Trinity Centre Mortgage Loan, the Poughkeepsie
Galleria Mortgage Loan and the 1700 Market Street Mortgage Loan under the
pooling and servicing agreement for the UBSC 2011-C1 Transaction by Rialto
Capital Advisors, LLC ("Rialto"). Included in this Annual Report on Form
10-K as Exhibits 33.2, 34.2 and 35.2, respectively, with respect to the
loans serviced under the Pooling and Servicing Agreement, as Exhibits
33.10, 34.10 and 35.7, respectively, with respect to the Trinity Centre
Mortgage Loan, as Exhibits 33.17, 34.17 and 35.11, respectively, with
respect to the Poughkeepsie Galleria Mortgage Loan, and as Exhibits
33.22, 34.22 and 35.15, respectively, with respect to the 1700 Market
Street Mortgage Loan, are assessments of compliance with applicable
servicing criteria, accountants' attestation reports on assessments of
compliance with applicable servicing criteria and annual compliance
statements for the reporting period January 1, 2013 through August 29,
2013 for Midland.
Rialto assumed the obligations of Midland as special servicer under the
Pooling and Servicing Agreement and special servicer of the Trinity Centre
Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan and the 1700 Market
Street Mortgage Loan under the pooling and servicing agreement for the
UBSC 2011-C1 Transaction as of August 30, 2013. Included in this
Annual Report on Form 10-K as Exhibits 33.3, 34.3 and 35.3, respectively,
with respect to the loans serviced under the Pooling and Servicing
Agreement, as Exhibits 33.11, 34.11 and 35.8, respectively, with respect
to the Trinity Centre Mortgage Loan, as Exhibits 33.18, 34.18 and 35.12,
respectively, with respect to the Poughkeepsie Galleria Mortgage Loan,
and as Exhibits 33.23, 34.23 and 35.16, respectively, with respect to the
1700 Market Street Mortgage Loan, are assessments of compliance with
applicable servicing criteria, accountants' attestation reports on
assessments of compliance with applicable servicing criteria and annual
compliance statements for the reporting period August 30, 2013 through
December 31, 2013 for Rialto.
Deutsche Bank Trust Company Americas ("Deutsche") is the certificate
administrator and custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement and the certificate administrator and
custodian of the Trinity Centre Mortgage Loan, Poughkeepsie Galleria
Mortgage Loan and the 1700 Market Street Mortgage Loan. These mortgage
loans, in the aggregate, constituted more than 10% of the asset pool of
the issuing entity as of its cut-off date. Thus, Deutsche is a
"servicer," as defined in Item 1108(a)(iii) of Regulation AB, with
respect to these mortgage loans. The assessments of compliance with
applicable servicing criteria, accountants' attestation reports and
servicer compliance statements delivered by Deutsche in the capacities
described above are listed in the Exhibit Index.
TriMont Real Estate Advisors, Inc. ("TriMont") is the operating advisor
for the mortgage loans serviced under the Pooling and Servicing Agreement
and the operating advisor for the Trinity Centre Mortgage Loan,
Poughkeepsie Galleria Mortgage Loan and the 1700 Market Street Mortgage
Loan. These mortgage loans, in the aggregate, constituted more than 5% of
the asset pool of the issuing entity as of its cut-off date. Thus, TriMont
is a servicing function participant with respect to these mortgage loans.
The assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by TriMont in the capacities
described above are listed in the Exhibit Index.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants' attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,
LLC. These entities were engaged by the master servicer and primary
servicer with respect to the Trinity Centre Mortgage Loan and the 1700
Market Street Mortgage Loan to remit tax payments received from the
escrow accounts of borrowers to local taxing authorities, to report tax
amounts due, to verify tax parcel information, and to verify non-escrow
tax payments. These services are including within the servicing criteria
set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii). Therefore, under
the principles-based definition of "servicer" set forth in Item 1101(j),
these vendors are "servicers" for the purposes of Item 1122. See Manual
of Publicly Available Telephone Interpretations, Section 3, Item 1101(j).
PART I
ITEM 1. Business.
Omitted.
ITEM 1A. Risk Factors.
Omitted.
ITEM 1B. Unresolved Staff Comments.
None.
ITEM 2. Properties.
Omitted.
ITEM 3. Legal Proceedings.
Omitted.
ITEM 4. Mine Safety Disclosures.
Not Applicable.
PART II
ITEM 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
Omitted.
ITEM 6. Selected Financial Data.
Omitted.
ITEM 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Omitted.
ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
ITEM 8. Financial Statements and Supplementary Data.
Omitted.
ITEM 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
ITEM 9A. Controls and Procedures.
Omitted.
ITEM 9B. Other Information.
None.
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance.
Omitted.
ITEM 11. Executive Compensation.
Omitted.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the
issuing entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
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 Derivative Instruments
(Financial Incorporation).
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 proceeding involving the
trust or any party related to the trust, other than routine litigation
incidental to the duties of those respective parties, and the following, with
respect to UBS Real Estate Securities Inc ("UBSRES"), a Sponsor and a
mortgage loan seller:
UBSRES is currently engaged in litigation with respect to various legacy
residential mortgage-backed securities transactions. Some litigants are
seeking the repurchase of mortgage loans by UBSRES from certain residential
mortgage securitization trusts, on the basis that the loans are allegedly
in breach of contractual representations and warranties in governing
transaction documents. Other litigants are alleging violations of federal
and/or state securities or common law for alleged misrepresentations and
omissions in offering documents in connection with the issuance and/or
distribution of residential mortgage-backed securities. No assurance can
be given that one or more of the foregoing actions will not result in
material liability to UBSRES.
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 of the Registrant relating to the issuing entity Filed
on May 7, 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 to this Annual
Report on Form 10-K. Attached as Schedule II to the Pooling and Servicing
Agreement incorporated by reference as Exhibit 4.1 to this Annual Report
on Form 10-K is a chart identifying the entities participating in a
servicing function for the transaction responsible for each applicable
servicing criterion set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments
of compliance with respect to the Trinity Centre Mortgage Loan, the
Poughkeepsie Galleria Mortgage Loan and the 1700 Market Street Mortgage
Loan, which are being serviced and administered pursuant to the pooling
and servicing agreement for the UBSC 2011-C1 Transaction, are attached
hereto as Exhibits 33.9-33.15 and 34.9-34.15, Exhibits 33.16-33.20 and
34.16-34.20 and Exhibits 33.21-33.27 and 34.21-34.27, respectively, to
this Annual Report on Form 10-K. Attached as Schedule II to the pooling
and servicing agreement for the UBSC 2011-C1 Transaction incorporated by
reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the
UBSC 2011-C1 Transaction responsible for each applicable servicing
criterion set forth in Item 1122(d).
The assessment of compliance with applicable servicing criteria for the
twelve months ended December 31, 2013, furnished pursuant to Item 1122 of
Regulation AB by National Tax Search, LLC (the "2013 NTS Assessment") for
its commercial real estate mortgage loans platform, discloses that material
instances of noncompliance occurred with respect to the servicing criterion
described in Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment
is attached to this Form 10-K as exhibit 33.7. The material instances of
noncompliance disclosed in the 2013 NTS Assessment are as follows:
Material Instances of Noncompliance by the National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for
all asset-backed securities related to bank accounts, including
custodial accounts and related clearing accounts. These reconciliations
(B) Are prepared within 30 calendar days after the bank statement cutoff
date, or such other number of days Specificied (sic) in the transaction
agreement and (D) Contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specificied (sic) in
transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement cutoff
date. Certain reconciling items lacked proper explanations and were
not resolved within 90 day (sic) calendar days of their original
identification.
Remediation
Management corrected the timeliness of reconciliations within the
Period and Plante Moran auditors have reviewed, under an agreed-upon
procedures engagement, the compliance with the servicing criteria of
section 1122(d)(2)(vii), attributes B & D, as defined above, as of
January 31, 2014, noting no matters of concern.
In the first quarter of 2014 Management will also complete
installation of a Treasury Workstation system, which allows for the
automation of daily reconciliation allowing for review and research
throughout the month instead of the days after a bank statement
cutoff date. This daily reconciliation will be accompanied by proper
explanation of all reconciling items. Management will review any
items that require resolution and reporting will provide aging of
items at 30, 45 and 60 day levels to prevent exceeding the 90
calendar day requirement.
The assessment of compliance with applicable servicing criteria for the
twelve months ended December 31, 2013, furnished pursuant to Item 1122 of
Regulation AB by KeyBank National Association (the "2013 KeyBank
Assessment") for its commercial real estate mortgage loans platform,
discloses that material instances of noncompliance occurred with respect to
the servicing criteria described in Items 1122(d)(4)(i) and 1122(d)(4)(x)(c)
of Regulation AB. The 2013 KeyBank Assessment is attached to this Form 10-K
as exhibit 33.1. The material instances of noncompliance disclosed in the
2013 KeyBank Assessment are as follows:
1) KeyBank National Association ("KeyBank") has identified the following
material instances of noncompliance with servicing criteria
1122(d)(4)(i) and 1122(d)(4)(x)(c)applicable to the commercial loans
securitized during the year ended December 31, 2013, as follows:
i) 1122(d)(4)(i) - Collateral or security on pool assets is maintained
as required by the transaction agreements or related pool asset
documents.
ii) 1122(d)(4)(x)(c) - Regarding any funds held in trust for an obligor
(such as escrow accounts): 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.
2) KeyBank has implemented the following remediation procedures:
i) 1122(d)(4)(i) - Regarding UCC filings, it was discovered, upon
transfer of the servicing to KeyBank from the previous servicer,
that two loans did not have appropriate UCC filings originally
filed or continued. The loans have since been corrected, and
KeyBank determined that no liens were filed in front of the UCC
filing. All loans, for which servicing was transferred to KeyBank
during 2013, have been reviewed, and, the filings are being
maintained in accordance with the transaction agreements.
ii) 1122(d)(4)(x)(c) - Escrow funds were not returned to the obligor
within 30 calendar days of repayment. Appropriate steps have been
taken, including monthly status meetings, meeting minutes, and
revised procedures to insure that the refund of escrows occurs
within 30 calendar days of full repayment.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached as Exhibits to this Annual
Report on Form 10-K.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
report on Form 10-K:
(1) Not Applicable.
(2) Not Applicable.
(3) See below.
4.1 Pooling and Servicing Agreement, dated as of May 1, 2012, by and
among UBS Commercial Mortgage Securitization Corp., as depositor,
Wells Fargo Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer, Deutsche Bank Trust Company Americas, as trustee,
certificate administrator, paying agent and custodian, and TriMont Real
Estate Advisors, Inc., as operating advisor (filed as Exhibit 4 to the
registrant's Current Report on Form 8-K, filed on May 7, 2012 and
incorporated by reference herein.)
4.2 Pooling and Servicing Agreement, dated as of December 1, 2011, by and
among Citigroup Commercial Mortgage Securities Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special
servicer, Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent, and custodian, and TriMont Real Estate
Advisors Inc., as operating advisor (filed as Exhibit 4 to Citigroup
Commercial Mortgage Securities Inc.'s Current Report on Form 8-K,
filed on December 29, 2011 in connection with the UBSC 2011-C1
Transaction 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 Wells Fargo Bank, National Association, as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
33.3 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013
33.4 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian
33.5 TriMont Real Estate Advisors Inc., as Operating Advisor
33.6 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant
33.7 National Tax Search, LLC, as Servicing Function Participant
33.8 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer
33.9 Wells Fargo Bank, National Association, as Primary Servicer
for the Trinity Centre Mortgage Loan (see Exhibit 33.1)
33.10 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Trinity Centre
Mortgage Loan prior to August 30, 2013 (see Exhibit 33.2)
33.11 Rialto Capital Advisors, LLC, as Special Servicer for the
Trinity Centre Mortgage Loan on and after August 30, 2013
(see Exhibit 33.3)
33.12 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the Trinity
Centre Mortgage Loan (see Exhibit 33.4)
33.13 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Trinity Centre Mortgage Loan (see Exhibit 33.5)
33.14 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the Trinity Centre
Mortgage Loan (see Exhibit 33.6)
33.15 National Tax Search, LLC, as Servicing Function Participant
for the Trinity Centre Mortgage Loan (see Exhibit 33.7)
33.16 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.8)
33.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan prior to August 30, 2013
(see Exhibit 33.2)
33.18 Rialto Capital Advisors, LLC, as Special Servicer for the
Poughkeepsie Galleria Mortgage Loan on and after August 30,
2013 (see Exhibit 33.3)
33.19 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.4)
33.20 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.5)
33.21 Wells Fargo Bank, National Association, as Primary Servicer
for the 1700 Market Street Mortgage Loan (see Exhibit 33.1)
33.22 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the 1700 Market Street
Mortgage Loan prior to August 30, 2013 (see Exhibit 33.2)
33.23 Rialto Capital Advisors, LLC, as Special Servicer for the
1700 Market Street Mortgage Loan on and after August 30,
2013 (see Exhibit 33.3)
33.24 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the 1700 Market
Street Mortgage Loan (see Exhibit 33.4)
33.25 TriMont Real Estate Advisors Inc., as Operating Advisor for
the 1700 Market Street Mortgage Loan (see Exhibit 33.5)
33.26 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the 1700 Market Street
Mortgage Loan (see Exhibit 33.6)
33.27 National Tax Search, LLC, as Servicing Function Participant
for the 1700 Market Street Mortgage Loan (see Exhibit 33.7)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
34.3 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013
34.4 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian
34.5 TriMont Real Estate Advisors Inc., as Operating Advisor
34.6 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant
34.7 National Tax Search, LLC, as Servicing Function Participant
34.8 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer
34.9 Wells Fargo Bank, National Association, as Primary Servicer
for the Trinity Centre Mortgage Loan (see Exhibit 34.1)
34.10 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Trinity Centre
Mortgage Loan prior to August 30, 2013 (see Exhibit 34.2)
34.11 Rialto Capital Advisors, LLC, as Special Servicer for the
Trinity Centre Mortgage Loan on and after August 30, 2013
(see Exhibit 34.3)
34.12 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the Trinity
Centre Mortgage Loan (see Exhibit 34.4)
34.13 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Trinity Centre Mortgage Loan (see Exhibit 34.5)
34.14 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the Trinity Centre
Mortgage Loan (see Exhibit 34.6)
34.15 National Tax Search, LLC, as Servicing Function Participant
for the Trinity Centre Mortgage Loan (see Exhibit 34.7)
34.16 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.8)
34.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan prior to August 30, 2013
(see Exhibit 34.2)
34.18 Rialto Capital Advisors, LLC, as Special Servicer for the
Poughkeepsie Galleria Mortgage Loan on and after August 30,
2013 (see Exhibit 34.3)
34.19 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.4)
34.20 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.5)
34.21 Wells Fargo Bank, National Association, as Primary Servicer
for the 1700 Market Street Mortgage Loan (see Exhibit 34.1)
34.22 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the 1700 Market Street
Mortgage Loan prior to August 30, 2013 (see Exhibit 34.2)
34.23 Rialto Capital Advisors, LLC, as Special Servicer for the
1700 Market Street Mortgage Loan on and after August 30,
2013 (see Exhibit 34.3)
34.24 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the 1700 Market
Street Mortgage Loan (see Exhibit 34.4)
34.25 TriMont Real Estate Advisors Inc., as Operating Advisor for
the 1700 Market Street Mortgage Loan (see Exhibit 34.5)
34.26 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the 1700 Market Street
Mortgage Loan (see Exhibit 34.6)
34.27 National Tax Search, LLC, as Servicing Function Participant
for the 1700 Market Street Mortgage Loan (see Exhibit 34.7)
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
35.3 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013
35.4 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.5 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer
35.6 Wells Fargo Bank, National Association, as Primary Servicer
for the Trinity Centre Mortgage Loan
35.7 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
for the Trinity Centre Mortgage Loan (see Exhibit 35.2)
35.8 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013 for the Trinity Centre Mortgage Loan
35.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the Trinity Centre Mortgage Loan
35.10 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 35.5)
35.11 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 35.2)
35.12 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013 for the Poughkeepsie Galleria
Mortgage Loan (see Exhibit 35.8)
35.13 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 35.9)
35.14 Wells Fargo Bank, National Association, as Primary Servicer
for the 1700 Market Street Mortgage Loan (see Exhibit 35.6)
35.15 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
for the 1700 Market Street Mortgage Loan (see Exhibit 35.2)
35.16 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013 for the 1700 Market Street Mortgage
Loan (see Exhibit 35.8)
35.17 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the 1700 Market Street Mortgage Loan
(see Exhibit 35.9)
99.1 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
UBS Real Estate Securities Inc., as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser (filed as Exhibit 99.1 to the
registrant's Current Report on Form 8-K, filed by the registrant on
May 7, 2012, and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Barclays Bank PLC, as seller, and UBS Commercial Mortgage Securitization
Corp., as purchaser (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K, filed by the registrant on May 7, 2012, and
incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.3 to
the registrant's Current Report on Form 8-K, filed by the registrant
on May 7, 2012, and incorporated by reference herein).
(b) The exhibits required to be filed by the Registrant pursuant to Item 601
of Regulation S-K are listed above and in the Exhibit Index that
immediately follows the signature page hereof.
(c) Not Applicable.
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.
UBS Commercial Mortgage Securitization Corp.
(Depositor)
/s/ David Nass
David Nass
President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: March 28, 2014
/s/ David Schell
David Schell
Executive Director
Date: March 28, 2014
EXHIBIT INDEX
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of May 1, 2012, by and
among UBS Commercial Mortgage Securitization Corp., as depositor,
Wells Fargo Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer, Deutsche Bank Trust Company Americas, as trustee,
certificate administrator, paying agent and custodian, and TriMont Real
Estate Advisors, Inc., as operating advisor (filed as Exhibit 4 to the
registrant's Current Report on Form 8-K, filed on May 7, 2012 and
incorporated by reference herein.)
4.2 Pooling and Servicing Agreement, dated as of December 1, 2011, by and
among Citigroup Commercial Mortgage Securities Inc., as depositor,
Wells Fargo Bank, National Association, as master servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as special
servicer, Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent, and custodian, and TriMont Real Estate
Advisors Inc., as operating advisor (filed as Exhibit 4 to Citigroup
Commercial Mortgage Securities Inc.'s Current Report on Form 8-K,
filed on December 29, 2011 in connection with the UBSC 2011-C1
Transaction 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 Wells Fargo Bank, National Association, as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
33.3 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013
33.4 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian
33.5 TriMont Real Estate Advisors Inc., as Operating Advisor
33.6 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant
33.7 National Tax Search, LLC, as Servicing Function Participant
33.8 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer
33.9 Wells Fargo Bank, National Association, as Primary Servicer
for the Trinity Centre Mortgage Loan (see Exhibit 33.1)
33.10 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Trinity Centre
Mortgage Loan prior to August 30, 2013 (see Exhibit 33.2)
33.11 Rialto Capital Advisors, LLC, as Special Servicer for the
Trinity Centre Mortgage Loan on and after August 30, 2013
(see Exhibit 33.3)
33.12 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the Trinity
Centre Mortgage Loan (see Exhibit 33.4)
33.13 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Trinity Centre Mortgage Loan (see Exhibit 33.5)
33.14 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the Trinity Centre
Mortgage Loan (see Exhibit 33.6)
33.15 National Tax Search, LLC, as Servicing Function Participant
for the Trinity Centre Mortgage Loan (see Exhibit 33.7)
33.16 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.8)
33.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan prior to August 30, 2013
(see Exhibit 33.2)
33.18 Rialto Capital Advisors, LLC, as Special Servicer for the
Poughkeepsie Galleria Mortgage Loan on and after August 30,
2013 (see Exhibit 33.3)
33.19 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.4)
33.20 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.5)
33.21 Wells Fargo Bank, National Association, as Primary Servicer
for the 1700 Market Street Mortgage Loan (see Exhibit 33.1)
33.22 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the 1700 Market Street
Mortgage Loan prior to August 30, 2013 (see Exhibit 33.2)
33.23 Rialto Capital Advisors, LLC, as Special Servicer for the
1700 Market Street Mortgage Loan on and after August 30,
2013 (see Exhibit 33.3)
33.24 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the 1700 Market
Street Mortgage Loan (see Exhibit 33.4)
33.25 TriMont Real Estate Advisors Inc., as Operating Advisor for
the 1700 Market Street Mortgage Loan (see Exhibit 33.5)
33.26 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the 1700 Market Street
Mortgage Loan (see Exhibit 33.6)
33.27 National Tax Search, LLC, as Servicing Function Participant
for the 1700 Market Street Mortgage Loan (see Exhibit 33.7)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
34.3 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013
34.4 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian
34.5 TriMont Real Estate Advisors Inc., as Operating Advisor
34.6 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant
34.7 National Tax Search, LLC, as Servicing Function Participant
34.8 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer
34.9 Wells Fargo Bank, National Association, as Primary Servicer
for the Trinity Centre Mortgage Loan (see Exhibit 34.1)
34.10 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Trinity Centre
Mortgage Loan prior to August 30, 2013 (see Exhibit 34.2)
34.11 Rialto Capital Advisors, LLC, as Special Servicer for the
Trinity Centre Mortgage Loan on and after August 30, 2013
(see Exhibit 34.3)
34.12 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the Trinity
Centre Mortgage Loan (see Exhibit 34.4)
34.13 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Trinity Centre Mortgage Loan (see Exhibit 34.5)
34.14 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the Trinity Centre
Mortgage Loan (see Exhibit 34.6)
34.15 National Tax Search, LLC, as Servicing Function Participant
for the Trinity Centre Mortgage Loan (see Exhibit 34.7)
34.16 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.8)
34.17 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan prior to August 30, 2013
(see Exhibit 34.2)
34.18 Rialto Capital Advisors, LLC, as Special Servicer for the
Poughkeepsie Galleria Mortgage Loan on and after August 30,
2013 (see Exhibit 34.3)
34.19 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.4)
34.20 TriMont Real Estate Advisors Inc., as Operating Advisor for
the Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.5)
34.21 Wells Fargo Bank, National Association, as Primary Servicer
for the 1700 Market Street Mortgage Loan (see Exhibit 34.1)
34.22 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer for the 1700 Market Street
Mortgage Loan prior to August 30, 2013 (see Exhibit 34.2)
34.23 Rialto Capital Advisors, LLC, as Special Servicer for the
1700 Market Street Mortgage Loan on and after August 30,
2013 (see Exhibit 34.3)
34.24 Deutsche Bank Trust Company Americas, as Trustee,
Certificate Administrator and Custodian for the 1700 Market
Street Mortgage Loan (see Exhibit 34.4)
34.25 TriMont Real Estate Advisors Inc., as Operating Advisor for
the 1700 Market Street Mortgage Loan (see Exhibit 34.5)
34.26 CoreLogic Commercial Real Estate Services, Inc., as
Servicing Function Participant for the 1700 Market Street
Mortgage Loan (see Exhibit 34.6)
34.27 National Tax Search, LLC, as Servicing Function Participant
for the 1700 Market Street Mortgage Loan (see Exhibit 34.7)
35 Servicer compliance statement.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
35.3 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013
35.4 Deutsche Bank Trust Company Americas, as Certificate
Administrator
35.5 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer
35.6 Wells Fargo Bank, National Association, as Primary Servicer
for the Trinity Centre Mortgage Loan
35.7 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
for the Trinity Centre Mortgage Loan (see Exhibit 35.2)
35.8 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013 for the Trinity Centre Mortgage Loan
35.9 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the Trinity Centre Mortgage Loan
35.10 KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.), as Primary Servicer for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 35.5)
35.11 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 35.2)
35.12 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013 for the Poughkeepsie Galleria
Mortgage Loan (see Exhibit 35.8)
35.13 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 35.9)
35.14 Wells Fargo Bank, National Association, as Primary Servicer
for the 1700 Market Street Mortgage Loan (see Exhibit 35.6)
35.15 Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer prior to August 30, 2013
for the 1700 Market Street Mortgage Loan (see Exhibit 35.2)
35.16 Rialto Capital Advisors, LLC, as Special Servicer on and
after August 30, 2013 for the 1700 Market Street Mortgage
Loan (see Exhibit 35.8)
35.17 Deutsche Bank Trust Company Americas, as Certificate
Administrator for the 1700 Market Street Mortgage Loan
(see Exhibit 35.9)
99.1 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
UBS Real Estate Securities Inc., as seller, and UBS Commercial Mortgage
Securitization Corp., as purchaser (filed as Exhibit 99.1 to the
registrant's Current Report on Form 8-K, filed by the registrant on
May 7, 2012, and incorporated by reference herein).
99.2 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Barclays Bank PLC, as seller, and UBS Commercial Mortgage Securitization
Corp., as purchaser (filed as Exhibit 99.2 to the registrant's Current
Report on Form 8-K, filed by the registrant on May 7, 2012, and
incorporated by reference herein).
99.3 Mortgage Loan Purchase Agreement, dated as of May 8, 2012 between
Archetype Mortgage Funding II LLC, as seller, and UBS Commercial
Mortgage Securitization Corp., as purchaser (filed as Exhibit 99.3 to
the registrant's Current Report on Form 8-K, filed by the registrant
on May 7, 2012, and incorporated by reference herein).
