Attached files
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, 2014
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 of the issuing entity: 333-177354-01
Central Index Key Number of the issuing entity: 0001544629
UBS Commercial Mortgage Trust 2012-C1
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 0001532799
UBS Commercial Mortgage Securitization Corp.
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0001541886
UBS Real Estate Securities Inc.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000312070
Barclays Bank PLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001548405 (The CIK provided
is associated with Starwood Mortgage Capital LLC, the parent of the
sponsor, which acts as securitizer for purposes of Rule 15Ga-1.)
Starwood Mortgage Funding II LLC (formerly known as
Archetype Mortgage Funding II LLC)
(exact name of the sponsor as specified in its charter)
New York 45-5186367
(State or other jurisdiction of 45-5480507
incorporation or organization 46-6155120
of the issuing entity) (I.R.S. Employer
Identification Numbers)
c/o Deutsche Bank Trust Company Americas
as Certificate Administrator
1761 East St. Andrew Place
Santa Ana, CA
(Address of principal executive offices of the issuing entity)
92705
(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 [X]No
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 [X]No
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. [X]Yes [ ]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 [X]No
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. [ ]Yes [ ]No
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 NOTES
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)(2)(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)(2)(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.
Rialto Capital Advisors, LLC ("Rialto") 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, Rialto is a "servicer," as defined in
Item 1108(a)(2)(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 Rialto in
the capacities described above are listed in the Exhibit Index.
Deutsche Bank Trust Company Americas ("DBTCA") is the trustee, certificate
administrator and custodian of the mortgage loans serviced under the Pooling
and Servicing Agreement and the trustee, 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, DBTCA is a "servicer," as defined in Item
1108(a)(2)(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 DBTCA
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 included 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) that looks to the functions that an
entity performs, these vendors are "servicers" for the purposes of Item 1122.
See Compliance and Disclosure Interpretations, Section 301.01 (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 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 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, and DBTCA, the trustee, certificate administrator,
paying agent and custodian:
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.
DBTCA has been named as a defendant in civil litigation concerning its role as
trustee of certain residential mortgage backed securities ("RMBS") trusts. On
June 18, 2014, a group of investors ("Plaintiff Investors") filed a civil
action against DBTCA and Deutsche Bank National Trust Company ("DBNTC") in New
York State Supreme Court purportedly on behalf of and for the benefit of 544
private-label RMBS trusts asserting claims for alleged violations of the Trust
Indenture Act of 1939, breach of contract, breach of fiduciary duty and
negligence based on DBTCA's and DBNTC's alleged failure to perform their
obligations as trustees for the trusts (the "NY Derivative Action"). An
amended complaint was filed on July 16, 2014, adding Plaintiff Investors and
RMBS trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff
Investors moved to voluntarily dismiss the NY Derivative Action without
prejudice. Also on November 24, 2014, substantially the same group of Plaintiff
Investors filed a civil action against DBTCA and DBNTC in the United States
District Court for the Southern District of New York (the "SDNY Action"),
making substantially the same allegations as the New York Derivative Action
with respect to 564 RMBS trusts (542 of which were at issue in the NY
Derivative Action). The SDNY Action is styled both as a derivative action on
behalf of the named RMBS Trusts and, in the alternative, as a putative class
action on behalf of holders of RMBS representing interests in those RMBS trusts.
DBTCA is vigorously defending the SDNY Action. DBTCA has no pending legal
proceedings (including, based on DBTCA's present evaluation, the litigation
disclosed in this paragraph) that would materially affect its ability to perform
its duties as Trustee on behalf of the Certificateholders.
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 under Item 15
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).
Management's assessment of compliance with Regulation AB servicing criteria
furnished pursuant to Item 1122 of Regulation AB by KeyBank National
Association ("KeyBank") attached to this Annual Report on Form 10-K as
Exhibit 33.7 (the "KeyBank Assessment") identified the following material
instances of noncompliance with servicing criteria 1122(d)(4)(xv) during the
calendar year ended December 31, 2014 with respect to commercial mortgage
loans.
Servicing Criteria Impacted:
1122(d)(4)(xv) - Any external enhancement or other support, identified in
Item 1114(a)(1) through (3) or item 1115 of Regulation AB, is maintained as
set forth in the transaction agreements.
Material Instances of Noncompliance with Servicing Criteria:
Regarding external enhancements, specifically letters of credit, upon
transfer of the servicing of the mortgage loans to KeyBank from the previous
servicer, KeyBank was not properly named as the beneficiary on certain
letters of credit because of deficiencies in policies and procedures relating
to changes in named beneficiary. KeyBank identified eighty mortgage loans
that did not properly name KeyBank as beneficiary on the letters of credit.
Remediation:
The following remediation procedures have been initiated by KeyBank: (i) the
impacted mortgage loans have been identified, (ii) borrower contact has been
initiated, (iii) corrective actions are underway and are being tracked and
monitored by senior management, (iv) procedures have been revised to include
new tracking and action steps to prevent this situation from reoccurring in
the future, and (v) training has been provided to the relevant staff members
to prevent a recurrence, and (vi) updates will be made to software systems
to assist staff members with compliance.
As of the date of the KeyBank Assessment, there are thirty-one mortgage loans
contained within fourteen transactions for which the beneficiary name on the
letters of credit still needs to be corrected. The fourteen transactions are
listed below, with the following information with respect to each transaction:
the number of impacted mortgage loans to be corrected included in such
transaction, and the aggregate amount of the letters of credit related to such
impacted mortgage loans to be corrected.
Amount of the letters
of credit related
# of impacted to such impacted
mortgage loans mortgage loans to
Transaction to be corrected be corrected ($)
BACM 2005-4 1 2,500,000.00
BACM 2006-1 2 4,122,389.00
BACM 2006-3 4 1,397,562.00
BACM 2006-5 2 477,789.00
BACM 2006-6 4 1,305,983.00
BACM 2007-1 4 1,776,950.00
BACM 2007-2 3 595,091.00
BACM 2007-3 5 5,478,556.00
BACM 2007-4 1 1,000,000.00
BACM 2008-LS1 1 275,346.00
GECMC 2007-C1 2 614,472.00
MLMT 2008-C1 1 102,818.00
COMM 2006-C7 1 355,000.00
MSC 2012-C4 1 2,500,000.00
During the calendar year ended December 31, 2014, no demands were made upon
any of the impacted letters of credit, and thus, none of the affected
transactions were materially impacted.
*The accountant's attestation report referred to in the KeyBank Assessment
includes only item 1 and item 2 (other than the last sentence thereof)
referred to above.
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 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), as amended by Amendment No. 1 to
Pooling and Servicing Agreement, dated as of June 6, 2012, 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 4.2 to Citigroup Commercial Mortgage
Securities Inc.'s Annual Report on Form 10-K, filed on March 29, 2013
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 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
33.4 TriMont Real Estate Advisors Inc., as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
33.7 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
33.8 Wells Fargo Bank, National Association, as Primary Servicer for the
Trinity Centre Mortgage Loan (see Exhibit 33.1)
33.9 Rialto Capital Advisors, LLC, as Special Servicer for the Trinity Centre
Mortgage Loan (see Exhibit 33.2)
33.10 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Trinity Centre Mortgage Loan (see
Exhibit 33.3)
33.11 TriMont Real Estate Advisors Inc., as Operating Advisor for the Trinity
Centre Mortgage Loan (see Exhibit 33.4)
33.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the Trinity Centre Mortgage Loan (see Exhibit 33.5)
33.13 National Tax Search, LLC, as Servicing Function Participant for the
Trinity Centre Mortgage Loan (see Exhibit 33.6)
33.14 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 33.7)
33.15 Rialto Capital Advisors, LLC, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 33.2)
33.16 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 33.3)
33.17 TriMont Real Estate Advisors Inc., as Operating Advisor for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.4)
33.18 Wells Fargo Bank, National Association, as Primary Servicer for the 1700
Market Street Mortgage Loan (see Exhibit 33.1)
33.19 Rialto Capital Advisors, LLC, as Special Servicer for the 1700 Market
Street Mortgage Loan (see Exhibit 33.2)
33.20 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the 1700 Market Street Mortgage Loan
(see Exhibit 33.3)
33.21 TriMont Real Estate Advisors Inc., as Operating Advisor for the 1700
Market Street Mortgage Loan (see Exhibit 33.4)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the 1700 Market Street Mortgage Loan (see Exhibit 33.5)
33.23 National Tax Search, LLC, as Servicing Function Participant for the 1700
Market Street Mortgage Loan (see Exhibit 33.6)
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 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
34.4 TriMont Real Estate Advisors Inc., as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
34.7 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
34.8 Wells Fargo Bank, National Association, as Primary Servicer for the
Trinity Centre Mortgage Loan (see Exhibit 34.1)
34.9 Rialto Capital Advisors, LLC, as Special Servicer for the Trinity Centre
Mortgage Loan (see Exhibit 34.2)
34.10 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Trinity Centre Mortgage Loan (see
Exhibit 34.3)
34.11 TriMont Real Estate Advisors Inc., as Operating Advisor for the Trinity
Centre Mortgage Loan (see Exhibit 34.4)
34.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the Trinity Centre Mortgage Loan (see Exhibit 34.5)
34.13 National Tax Search, LLC, as Servicing Function Participant for the
Trinity Centre Mortgage Loan (see Exhibit 34.6)
34.14 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 34.7)
34.15 Rialto Capital Advisors, LLC, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 34.2)
34.16 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 34.3)
34.17 TriMont Real Estate Advisors Inc., as Operating Advisor for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.4)
34.18 Wells Fargo Bank, National Association, as Primary Servicer for the 1700
Market Street Mortgage Loan (see Exhibit 34.1)
34.19 Rialto Capital Advisors, LLC, as Special Servicer for the 1700 Market
Street Mortgage Loan (see Exhibit 34.2)
34.20 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the 1700 Market Street Mortgage Loan
(see Exhibit 34.3)
34.21 TriMont Real Estate Advisors Inc., as Operating Advisor for the 1700
Market Street Mortgage Loan (see Exhibit 34.4)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the 1700 Market Street Mortgage Loan (see Exhibit 34.5)
34.23 National Tax Search, LLC, as Servicing Function Participant for the 1700
Market Street Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
35.5 Wells Fargo Bank, National Association, as Primary Servicer for the
Trinity Centre Mortgage Loan
35.6 Rialto Capital Advisors, LLC, as Special Servicer for the Trinity Centre
Mortgage Loan
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator for
the Trinity Centre Mortgage Loan
35.8 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 35.4)
35.9 Rialto Capital Advisors, LLC, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 35.6)
35.10 Deutsche Bank Trust Company Americas, as Certificate Administrator for
the Poughkeepsie Galleria Mortgage Loan (see Exhibit 35.7)
35.11 Wells Fargo Bank, National Association, as Primary Servicer for the 1700
Market Street Mortgage Loan (see Exhibit 35.5)
35.12 Rialto Capital Advisors, LLC, as Special Servicer for the 1700 Market
Street Mortgage Loan (see Exhibit 35.6)
35.13 Deutsche Bank Trust Company Americas, as Certificate Administrator for
the 1700 Market Street Mortgage Loan (see Exhibit 35.7)
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 27, 2015
/s/ Alfred Fernandez
___________________
Alfred Fernandez
Executive Director
Date: March 27, 2015
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), as amended by Amendment No. 1 to
Pooling and Servicing Agreement, dated as of June 6, 2012, 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 4.2 to Citigroup Commercial Mortgage
Securities Inc.'s Annual Report on Form 10-K, filed on March 29, 2013
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 Rialto Capital Advisors, LLC, as Special Servicer
33.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
33.4 TriMont Real Estate Advisors Inc., as Operating Advisor
33.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
33.6 National Tax Search, LLC, as Servicing Function Participant
33.7 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
33.8 Wells Fargo Bank, National Association, as Primary Servicer for the
Trinity Centre Mortgage Loan (see Exhibit 33.1)
33.9 Rialto Capital Advisors, LLC, as Special Servicer for the Trinity Centre
Mortgage Loan (see Exhibit 33.2)
33.10 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Trinity Centre Mortgage Loan (see
Exhibit 33.3)
33.11 TriMont Real Estate Advisors Inc., as Operating Advisor for the Trinity
Centre Mortgage Loan (see Exhibit 33.4)
33.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the Trinity Centre Mortgage Loan (see Exhibit 33.5)
33.13 National Tax Search, LLC, as Servicing Function Participant for the
Trinity Centre Mortgage Loan (see Exhibit 33.6)
33.14 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 33.7)
33.15 Rialto Capital Advisors, LLC, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 33.2)
33.16 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 33.3)
33.17 TriMont Real Estate Advisors Inc., as Operating Advisor for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.4)
33.18 Wells Fargo Bank, National Association, as Primary Servicer for the 1700
Market Street Mortgage Loan (see Exhibit 33.1)
33.19 Rialto Capital Advisors, LLC, as Special Servicer for the 1700 Market
Street Mortgage Loan (see Exhibit 33.2)
33.20 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the 1700 Market Street Mortgage Loan
(see Exhibit 33.3)
33.21 TriMont Real Estate Advisors Inc., as Operating Advisor for the 1700
Market Street Mortgage Loan (see Exhibit 33.4)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the 1700 Market Street Mortgage Loan (see Exhibit 33.5)
33.23 National Tax Search, LLC, as Servicing Function Participant for the 1700
Market Street Mortgage Loan (see Exhibit 33.6)
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 Rialto Capital Advisors, LLC, as Special Servicer
34.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
34.4 TriMont Real Estate Advisors Inc., as Operating Advisor
34.5 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
34.6 National Tax Search, LLC, as Servicing Function Participant
34.7 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
34.8 Wells Fargo Bank, National Association, as Primary Servicer for the
Trinity Centre Mortgage Loan (see Exhibit 34.1)
34.9 Rialto Capital Advisors, LLC, as Special Servicer for the Trinity Centre
Mortgage Loan (see Exhibit 34.2)
34.10 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Trinity Centre Mortgage Loan (see
Exhibit 34.3)
34.11 TriMont Real Estate Advisors Inc., as Operating Advisor for the Trinity
Centre Mortgage Loan (see Exhibit 34.4)
34.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the Trinity Centre Mortgage Loan (see Exhibit 34.5)
34.13 National Tax Search, LLC, as Servicing Function Participant for the
Trinity Centre Mortgage Loan (see Exhibit 34.6)
34.14 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 34.7)
34.15 Rialto Capital Advisors, LLC, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 34.2)
34.16 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the Poughkeepsie Galleria Mortgage Loan
(see Exhibit 34.3)
34.17 TriMont Real Estate Advisors Inc., as Operating Advisor for the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.4)
34.18 Wells Fargo Bank, National Association, as Primary Servicer for the 1700
Market Street Mortgage Loan (see Exhibit 34.1)
34.19 Rialto Capital Advisors, LLC, as Special Servicer for the 1700 Market
Street Mortgage Loan (see Exhibit 34.2)
34.20 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian for the 1700 Market Street Mortgage Loan
(see Exhibit 34.3)
34.21 TriMont Real Estate Advisors Inc., as Operating Advisor for the 1700
Market Street Mortgage Loan (see Exhibit 34.4)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant for the 1700 Market Street Mortgage Loan (see Exhibit 34.5)
34.23 National Tax Search, LLC, as Servicing Function Participant for the 1700
Market Street Mortgage Loan (see Exhibit 34.6)
35 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
35.2 Rialto Capital Advisors, LLC, as Special Servicer
35.3 Deutsche Bank Trust Company Americas, as Certificate Administrator
35.4 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
35.5 Wells Fargo Bank, National Association, as Primary Servicer for the
Trinity Centre Mortgage Loan
35.6 Rialto Capital Advisors, LLC, as Special Servicer for the Trinity Centre
Mortgage Loan
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator for
the Trinity Centre Mortgage Loan
35.8 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 35.4)
35.9 Rialto Capital Advisors, LLC, as Special Servicer for the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 35.6)
35.10 Deutsche Bank Trust Company Americas, as Certificate Administrator for
the Poughkeepsie Galleria Mortgage Loan (see Exhibit 35.7)
35.11 Wells Fargo Bank, National Association, as Primary Servicer for the 1700
Market Street Mortgage Loan (see Exhibit 35.5)
35.12 Rialto Capital Advisors, LLC, as Special Servicer for the 1700 Market
Street Mortgage Loan (see Exhibit 35.6)
35.13 Deutsche Bank Trust Company Americas, as Certificate Administrator for
the 1700 Market Street Mortgage Loan (see Exhibit 35.7)
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).
