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, 2015
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: 333-177354-05
Central Index Key Number of the issuing entity: 0001566544
UBS-Barclays Commercial Mortgage Trust 2013-C5
(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: 0000040554
General Electric Capital Corporation
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001089877
KeyBank National Association
(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
(exact name of the sponsor as specified in its charter)
(formerly known as Archetype Mortgage Funding II LLC)
New York
46-2050682
(State or other jurisdiction of 46-2060407
incorporation or organization of (I.R.S. Employer
the issuing entity) 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 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 Santa Anita Mall Mortgage Loan, which constituted approximately 14.5% of
the asset pool of the issuing entity as of its cut-off date, is an asset of
the issuing entity and is part of a loan combination that includes the Santa
Anita Mall Mortgage Loan which is an asset of the issuing entity and one
other pari passu loan, which is not an asset of the issuing entity. This
loan combination, including the Santa Anita Mall Mortgage Loan, is being
serviced and administered pursuant to the Pooling and Servicing Agreement,
which is incorporated by reference as Exhibit 4 to this Annual Report on
Form 10-K. Midland Loan Services, a Division of PNC Bank, National
Association, as the master servicer under the Pooling and Servicing
Agreement, is also the primary servicer of the loan combination. The
responsibilities of Midland Loan Services, a Division of PNC Bank, National
Association, as primary servicer of the loan combination, are subsumed
within its responsibilities as master servicer under the Pooling and
Servicing Agreement. Thus, the servicer compliance statement provided by
Midland Loan Services, a Division of PNC Bank, National Association, as
master servicer under the Pooling and Servicing Agreement, encompasses its
roles as both master servicer and primary servicer with respect to the loan
combination.
KeyBank National Association (as successor to KeyCorp Real Estate Capital
Markets, Inc.) is an affiliate of KeyBank National Association, one of the
sponsors. Therefore, the Depositor included in this Annual Report on Form
10-K a servicer compliance statement for KeyBank National Association (as
successor to KeyCorp Real Estate Capital Markets, Inc.) pursuant to Item
1123. Because KeyBank National Association (as successor to KeyCorp Real
Estate Capital Markets, Inc.) is servicing less than 5% of the pool assets,
an assessment of compliance with applicable servicing criteria and an
accountants' attestation report pursuant to Item 1122 of Regulation AB are
not required by Regulation AB. As the attestation made in the servicer
compliance statement required by Item 1123 relates to a review of the
servicing activities of KeyBank National Association (as successor to
KeyCorp Real Estate Capital Markets, Inc.) under the applicable servicing
agreement, and that review was conducted in conjunction with the servicer's
preparation of its assessment of compliance with applicable servicing
criteria, that assessment of compliance with applicable servicing criteria
and the accompanying accountants' attestation report are included in this
Annual Report on Form 10-K for the sake of completeness.
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.
The Santa Anita Mall Mortgage Loan (Loan # 1 on Annex A-1 of the prospectus
supplement of the registrant relating to the issuing entity filed on
February 28, 2013 pursuant to Rule 424(b)(5)) constitutes a significant
obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed
in the prospectus supplement. In accordance with Item 1112(b) of Regulation
AB, the most recent unaudited net operating income of the significant
obligor was $31,493,670.00 for the twelve- month period ended December 31,
2015.
The Valencia Town Center Mortgage Loan (Loan # 2 on Annex A-1 of the
prospectus supplement of the registrant relating to the issuing entity
filed on February 28, 2013 pursuant to Rule 424(b)(5)) constitutes a
significant obligor within the meaning of Item 1101(k)(2) of Regulation
AB. In accordance with Item 1112(b) of Regulation AB, the most recent
unaudited net operating income of the significant obligor was $21,830,825.00
for the twelve- month period ended December 31, 2015.
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., as sponsor, Deutsche Bank
Trust Company Americas, as trustee, certificate administrator and custodian
and KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as primary servicer:
UBS Real Estate Securities Inc. ("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.
On June 18, 2014, a group of investors, including funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed a
derivative action against Deutsche Bank Trust Company Americas ("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
U.S. Trust Indenture Act of 1939 (TIA), breach of contract, breach of
fiduciary duty and negligence based on DBNTC and DBTCA's alleged failure
to perform their duties as trustees for the trusts. Plaintiffs subsequently
dismissed their state court complaint and filed a derivative and class
action complaint in the U.S. District Court for the Southern District of
New York on behalf of and for the benefit of 564 private-label RMBS
trusts, which substantially overlapped with the trusts at issue in the
state court action. The complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $89.4 billion, but the
complaint does not include a demand for money damages in a sum certain.
DBNTC and DBTCA filed a motion to dismiss, and on January 19, 2016, the
court partially granted the motion on procedural grounds: as to the 500
trusts that are governed by Pooling and Servicing Agreements, the court
declined to exercise jurisdiction. The court did not rule on substantive
defenses asserted in the motion to dismiss as to the 64 trusts formed
under indentures for which it retained jurisdiction. Instead, the court
ordered plaintiffs to file an amended complaint as to those indenture
trusts. On February 23, 2016, plaintiffs filed an amended complaint as to
62 of the 64 indenture trusts included in the original U.S. District Court
complaint. DBNTC and DBTCA will have an opportunity to file new defensive
motions with respect to this amended complaint. It is anticipated that
plaintiffs will, in the near future, file a new state court complaint as
to some or all of the 500 trusts governed by Pooling and Servicing
Agreements which were dismissed from the U.S. District Court action.
On December 30, 2015, IKB International, S.A. and IKB Deutsche
Industriebank A.G. filed a Summons With Notice in New York state
court naming as defendants DBNTC and DBTCA, as trustees of 37 RMBS trusts
(the "IKB Action"). The claims in the IKB Action appear to be
substantively similar to the SDNY Action. The IKB Action is not styled
as a putative class action, but may attempt to bring derivative claims
on behalf of the named RMBS Trusts. DBTCA intends to vigorously defend
the IKB Action.
DBTCA has no pending legal proceedings (including, based on DBTCA's
present evaluation, the litigation disclosed in the foregoing paragraphs)
that would materially affect its ability to perform its duties as Trustee,
Certificate Administrator and Custodian under the Pooling and Servicing
Agreement for this transaction.
On February 23, 2016, a certificateholder of the J.P. Morgan Chase
Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the "Trust"),
filed suit in the Supreme Court of New York, County of New York, against
KeyBank National Association and Berkadia Commercial Mortgage LLC
(collectively, the "Servicers"). The suit was filed derivatively on
behalf of the Trust. The action was brought in connection with the
Servicers' determination of the fair value of a loan, secured by the
Bryant Park Hotel in New York City, held by the Trust and sold to an
assignee of the Trust's directing certificateholder, pursuant to an
exercise of the fair value option. There can be no assurances as to
the outcome of the action or the possible impact of the litigation on
the Servicers. Both Servicers deny liability, believe that they
performed their obligations in accordance with the terms of the Pooling
and Servicing Agreement applicable to the Trust, and intend to contest
the claims asserted against them.
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 February 28, 2013 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
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 mortgage loans 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
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 criteria set forth in Item 1122(d).
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 Pooling and Servicing Agreement, dated as of February 1, 2013, by
and among UBS Commercial Mortgage Securitization Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Situs
Holdings, LLC, as Operating Advisor, and Deutsche Bank Trust
Company Americas, as Trustee, Certificate Administrator, Paying
Agent and Custodian (filed as Exhibit 4 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein), as amended by Amendment No. 1 to Pooling and Servicing
Agreement, dated as of April 24, 2013, by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Situs Holdings, LLC, as Operating Advisor and
Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, Custodian and Paying Agent (filed as Exhibit 4 to
the registrant's Current Report on Form 8-K filed on April 26, 2013
under Commission File No. 333-177354-05 and incorporated by reference
herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 33.1)
33.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
33.4 Situs Holdings, LLC, as Operating Advisor
33.5 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
33.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 33.1)
33.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 33.1)
33.8 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Santa Anita Mall Mortgage Loan
(see Exhibit 33.3)
33.9 Situs Holdings, LLC, as Operating Advisor of the Santa Anita Mall
Mortgage Loan (see Exhibit 33.4)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 34.1)
34.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
34.4 Situs Holdings, LLC, as Operating Advisor
34.5 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
34.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 34.1)
34.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 34.1)
34.8 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Santa Anita Mall Mortgage Loan
(see Exhibit 34.3)
34.9 Situs Holdings, LLC, as Operating Advisor of the Santa Anita Mall
Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 35.1)
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 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 35.1)
35.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 35.1)
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator
of the Santa Anita Mall Mortgage Loan (see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and UBS Real
Estate Securities Inc. (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein)
99.2 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and Barclays
Bank PLC (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on February 28, 2013 under Commission File
No. 333-177354-05 and incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and General
Electric Capital Corporation (filed as Exhibit 99.3 to the
registrant's Current Report on Form 8-K filed on February 28,
2013 under Commission File No. 333-177354-05 and incorporated by
reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and KeyBank
National Association (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein)
99.5 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and Archetype
Mortgage Funding II LLC (filed as Exhibit 99.5 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein)
99.6 Primary Servicing Agreement, dated as of February 1, 2013, by and
between Midland Loan Services, a Division of PNC Bank, National
Association and Bank of America N.A. (filed as Exhibit 99.6 to
the registrant's Current Report on Form 8-K filed on February 28,
2013 under Commission File No. 333-177354-05 and incorporated by
reference herein)
99.7 Subservicing Agreement, dated as of February 1, 2013, by and
between Midland Loan Services, a Division of PNC Bank, National
Association and KeyCorp Real Estate Capital Markets, Inc. (filed
as Exhibit 99.7 to the registrant's Current Report on Form 8-K
filed on February 28, 2013 under Commission File No. 333-177354-05
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 24, 2016
/s/ Alfred Fernandez
Alfred Fernandez, Executive Director
Date: March 24, 2016
EXHIBIT INDEX
Exhibit No.
4 Pooling and Servicing Agreement, dated as of February 1, 2013, by
and among UBS Commercial Mortgage Securitization Corp., as
Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer, Midland Loan Services, a Division
of PNC Bank, National Association, as Special Servicer, Situs
Holdings, LLC, as Operating Advisor, and Deutsche Bank Trust
Company Americas, as Trustee, Certificate Administrator, Paying
Agent and Custodian (filed as Exhibit 4 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein), as amended by Amendment No. 1 to Pooling and Servicing
Agreement, dated as of April 24, 2013, by and among UBS Commercial
Mortgage Securitization Corp., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Situs Holdings, LLC, as Operating Advisor and
Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator, Custodian and Paying Agent (filed as Exhibit 4 to
the registrant's Current Report on Form 8-K filed on April 26, 2013
under Commission File No. 333-177354-05 and incorporated by reference
herein).
31 Rule 13a-14(d)/15d-14(d) Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-
backed securities.
33.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
33.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 33.1)
33.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
33.4 Situs Holdings, LLC, as Operating Advisor
33.5 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
33.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 33.1)
33.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 33.1)
33.8 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Santa Anita Mall Mortgage Loan
(see Exhibit 33.3)
33.9 Situs Holdings, LLC, as Operating Advisor of the Santa Anita Mall
Mortgage Loan (see Exhibit 33.4)
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
34.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 34.1)
34.3 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian
34.4 Situs Holdings, LLC, as Operating Advisor
34.5 KeyBank National Association (as successor to KeyCorp Real Estate
Capital Markets, Inc.), as Primary Servicer
34.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 34.1)
34.7 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 34.1)
34.8 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Santa Anita Mall Mortgage Loan
(see Exhibit 34.3)
34.9 Situs Holdings, LLC, as Operating Advisor of the Santa Anita Mall
Mortgage Loan (see Exhibit 34.4)
35 Servicer compliance statements.
35.1 Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer
35.2 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer (see Exhibit 35.1)
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 Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 35.1)
35.6 Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer of the Santa Anita Mall Mortgage Loan
(see Exhibit 35.1)
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator
of the Santa Anita Mall Mortgage Loan (see Exhibit 35.3)
99.1 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and UBS Real
Estate Securities Inc. (filed as Exhibit 99.1 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein)
99.2 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and Barclays
Bank PLC (filed as Exhibit 99.2 to the registrant's Current Report
on Form 8-K filed on February 28, 2013 under Commission File
No. 333-177354-05 and incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and General
Electric Capital Corporation (filed as Exhibit 99.3 to the
registrant's Current Report on Form 8-K filed on February 28,
2013 under Commission File No. 333-177354-05 and incorporated by
reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and KeyBank
National Association (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein)
99.5 Mortgage Loan Purchase Agreement, dated as of February 28, 2013,
between UBS Commercial Mortgage Securitization Corp. and Archetype
Mortgage Funding II LLC (filed as Exhibit 99.5 to the registrant's
Current Report on Form 8-K filed on February 28, 2013 under
Commission File No. 333-177354-05 and incorporated by reference
herein)
99.6 Primary Servicing Agreement, dated as of February 1, 2013, by and
between Midland Loan Services, a Division of PNC Bank, National
Association and Bank of America N.A. (filed as Exhibit 99.6 to
the registrant's Current Report on Form 8-K filed on February 28,
2013 under Commission File No. 333-177354-05 and incorporated by
reference herein)
99.7 Subservicing Agreement, dated as of February 1, 2013, by and
between Midland Loan Services, a Division of PNC Bank, National
Association and KeyCorp Real Estate Capital Markets, Inc. (filed
as Exhibit 99.7 to the registrant's Current Report on Form 8-K
filed on February 28, 2013 under Commission File No. 333-177354-05
and incorporated by reference herein
