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, 2016
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: 0001682523
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
(State or other jurisdiction of
incorporation or organization of
the issuing entity)
45-5186367
45-5480507
46-6155120
(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 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 loan combination that includes
the Trinity Centre Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan or
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 UBS-Citigroup Commercial Mortgage
Trust 2011-C1 transaction, Commission File Number 333-166711-01 (the
"UBS-Citigroup 2011-C1 Transaction"). These loan combinations,
including the Trinity Centre Mortgage Loan, the Poughkeepsie Galleria
Mortgage Loan and the 1700 Market Street Mortgage Loan, are being
serviced and administered pursuant to the pooling and servicing agreement
for the UBS-Citigroup 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 is the master servicer under the pooling and
servicing agreement for the UBS-Citigroup 2011-C1 Transaction. The
responsibilities of Wells Fargo Bank, National Association, as primary
servicer of these loan combinations with respect to the issuing entity (other
than the Poughkeepsie Galleria Mortgage Loan), are subsumed within its
responsibilities as master servicer under the pooling and servicing agreement
for the UBS-Citigroup 2011-C1 Transaction. Thus, the servicer compliance
statement provided by Wells Fargo Bank, National Association, as master
servicer under such pooling and servicing agreement, encompasses its roles
as both master servicer and primary servicer with respect to these loan
combinations (other than the Poughkeepsie Galleria Mortgage Loan).
KeyBank National Association (as successor to KeyCorp Real Estate Capital
Markets, Inc.) ("KeyBank"), is the primary servicer of five of the mortgage
loans serviced under the Pooling and Servicing Agreement 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.
Wells Fargo Bank, National Association 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. As a result, Wells Fargo Bank, National Association
is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by Wells Fargo Bank, National Association in the capacities described above
are listed in the Exhibit Index.
Rialto Capital Advisors, LLC is the special servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement, the Trinity Centre
Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan and the 1700
Market Street Mortgage Loan. As a result, Rialto Capital Advisors, LLC is a
"servicer" as defined in Item 1108(a)(2)(iii) of Regulation AB, in the
capacities described above, because it is servicing mortgage loans that
constituted 10% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by Rialto Capital Advisors, LLC in the capacities described above are listed
in the Exhibit Index.
Deutsche Bank Trust Company Americas is the certificate administrator of
the mortgage loans serviced under the Pooling and Servicing Agreement, the
Trinity Centre Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan
and the 1700 Market Street Mortgage Loan. As a result, Deutsche Bank
Trust Company Americas is a "servicer" as defined in Item 1108(a)(2)(iii) of
Regulation AB, in the capacities described above, because it is servicing
mortgage loans that constituted 10% or more of the assets of the issuing
entity as of its cut-off date. The assessments of compliance with applicable
servicing criteria, accountants' attestation reports and servicer compliance
statements delivered by Deutsche Bank Trust Company Americas in the
capacities described above are listed in the Exhibit Index.
Deutsche Bank Trust Company Americas is the trustee and custodian of the
mortgage loans serviced under the Pooling and Servicing Agreement, the
Trinity Centre Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan
and the 1700 Market Street Mortgage Loan. As a result, Deutsche Bank
Trust Company Americas is a servicing function participant in the capacities
described above, because it is servicing mortgage loans that constituted 5%
or more of the assets of the issuing entity as of its cut-off date. The
assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Deutsche Bank Trust Company
Americas in the capacities described above are listed in the Exhibit Index.
TriMont Real Estate Advisors, Inc. is the operating advisor of the mortgage
loans serviced under the Pooling and Servicing Agreement, the Trinity
Centre Mortgage Loan, the Poughkeepsie Galleria Mortgage Loan and the
1700 Market Street Mortgage Loan. As a result, TriMont Real Estate
Advisors, Inc. is a servicing function participant in the capacities described
above, because it is servicing mortgage loans that constituted 5% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria and accountants' attestation
reports delivered by TriMont Real Estate Advisors, Inc. 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 under the Pooling
and Servicing Agreement (except with respect to those mortgage loans for
which KeyBank National Association is the primary servicer) and the
primary servicer of 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 servicing functions are included within the servicing criteria set forth
in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore,
under the principles-based definition of "servicer" set forth in Item 1101(j)
of Regulation AB that looks to the functions that an entity performs, these
vendors are "servicers" for the purposes of Item 1122 of Regulation AB. 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 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 and as master servicer.
Deutsche Bank Trust Company Americas ("DBTCA") and Deutsche Bank National
Trust Company ("DBNTC") have been sued by investors in civil litigation
concerning their role as trustees of certain RMBS trusts.
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 DBNTC and DBTCA 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. On March 22, 2016, plaintiffs
filed an amended complaint in federal court. In the amended complaint, in
connection with 62 trusts governed by indenture agreements, plaintiffs
assert claims for breach of contract, violation of the TIA, breach of
fiduciary duty, and breach of duty to avoid conflicts of interest. The
amended complaint alleges that the trusts at issue have suffered total
realized collateral losses of U.S. $9.8 billion, but the complaint does
not include a demand for money damages in a sum certain. On July 15,
2016, DBNTC and DBTCA filed a motion to dismiss the amended complaint. On
January 23, 2017, the court granted in part and denied in part DBNTC and
DBTCA's motion to dismiss. The court granted the motion to dismiss with
respect to plaintiffs' conflict-of-interest claim, thereby dismissing it,
and denied the motion to dismiss with respect to plaintiffs' breach of
contract claim (except as noted below) and claim for violation of the
TIA, thereby allowing those claims to proceed. On January 26, 2017, the
parties filed a joint stipulation and proposed order dismissing
plaintiffs' claim for breach of fiduciary duty. On January 27, 2017, the
court entered the parties' joint stipulation and ordered that plaintiffs'
claim for breach of fiduciary duty be dismissed. On February 3, 2017,
following a hearing concerning DBNTC and DBTCA's motion to dismiss on
February 2, 2017, the court issued a short form order dismissing (i)
plaintiffs' representation and warranty claims as to 21 trusts whose
originators and/or sponsors had entered bankruptcy and the deadline for
asserting claims against such originators and/or sponsors had passed as
of 2009 and (ii) plaintiffs' claims to the extent they were premised upon
any alleged pre-Event of Default duty to terminate servicers. Discovery
is ongoing.
On March 25, 2016, the BlackRock plaintiffs filed a state court action
against DBTCA in the Superior Court of California, Orange County with
respect to 513 trusts. On May 18, 2016, plaintiffs filed an amended
complaint with respect to 465 trusts, and included DBNTC as an additional
defendant. The amended complaint asserts three causes of action: breach
of contract; breach of fiduciary duty; and breach of the duty to avoid
conflicts of interest. Plaintiffs purport to bring the action on behalf
of themselves and all other current owners of certificates in the 465
trusts. The amended complaint alleges that the trusts at issue have
suffered total realized collateral losses of U.S. $75.7 billion, but does
not include a demand for money damages in a sum certain. On August 22,
2016, DBNTC and DBTCA filed a demurrer as to Plaintiffs' breach of
fiduciary duty cause of action and breach of the duty to avoid conflicts
of interest cause of action and motion to strike as to Plaintiffs' breach
of contract cause of action. On October 18, 2016, the court granted
DBNTC and DBTCA's demurrer, providing Plaintiffs with thirty days' leave
to amend, and denied DBNTC and DBTCA's motion to strike. Plaintiffs did
not further amend their complaint and, on December 19, 2016, DBNTC and
DBTCA filed an answer to the amended complaint. Discovery is ongoing.
On December 30, 2015, IKB International, S.A. in Liquidation and IKB
Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the
State of New York, New York County, against DBNTC and DBTCA as trustees
of the trusts. On May 27, 2016, IKB served its complaint asserting claims
for breach of contract, breach of fiduciary duty, breach of duty
to avoid conflicts of interest, violation of New York's Streit Act,
violation of the Trust Indenture Act, violation of Regulation AB, and
violation of Section 9 of the Uniform Commercial Code. IKB alleges that
DBNTC and DBTCA are liable for over U.S. $268 million in damages. On
October 5, 2016, DBNTC and DBTCA, together with several other trustees
defending lawsuits by IKB, filed a joint motion to dismiss. On January 6,
2017, IKB filed a notice of discontinuance, voluntarily dismissing with
prejudice all claims as to three trusts. As of January 17, 2017, DBNTC
and DBTCA's motion to dismiss has been briefed and is awaiting decision
by the court. Certain limited discovery is permitted to go forward while
the motion to dismiss is pending.
It is DBTCA's belief that it 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 applicable pooling and servicing agreement.
On February 23, 2016, a certificate holder 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 certificate holder, pursuant to an
exercise of the fair value option set forth in the Pooling and
Servicing Agreement governing the Trust. 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, and have contested the claims asserted against
them, filing a motion to dismiss the case. On November 28, 2016, the
Servicers' motion to dismiss was granted. The plaintiff certificate
holder has filed a notice of appeal, and the appeal is pending.
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 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 4.1 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 criteria 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 UBS-Citigroup 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 UBS-Citigroup 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 UBS-Citigroup
2011-C1 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
4.1 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 November 15,
2012 under Commission File No. 333-177354-01 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 under Commission File
No. 333-166711-01 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 under Commission File
No. 333-166711-01 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 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 of the
Trinity Centre Mortgage Loan (see Exhibit 33.1)
33.9 Rialto Capital Advisors, LLC, as Special Servicer of the Trinity
Centre Mortgage Loan (see Exhibit 33.2)
33.10 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Trinity Centre Mortgage Loan
(see Exhibit 33.3)
33.11 TriMont Real Estate Advisors, Inc., as Operating Advisor of the
Trinity Centre Mortgage Loan (see Exhibit 33.4)
33.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Trinity Centre Mortgage Loan (see Exhibit 33.5)
33.13 National Tax Search, LLC, as Servicing Function Participant of 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 of the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 33.7)
33.15 Rialto Capital Advisors, LLC, as Special Servicer of the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 33.2)
33.16 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Poughkeepsie Galleria Mortgage
Loan (see Exhibit 33.3)
33.17 TriMont Real Estate Advisors, Inc., as Operating Advisor of the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 33.4)
33.18 Wells Fargo Bank, National Association, as Primary Servicer of the
1700 Market Street Mortgage Loan (see Exhibit 33.1)
33.19 Rialto Capital Advisors, LLC, as Special Servicer of the 1700 Market
Street Mortgage Loan (see Exhibit 33.2)
33.20 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the 1700 Market Street Mortgage
Loan (see Exhibit 33.3)
33.21 TriMont Real Estate Advisors, Inc., as Operating Advisor of the
1700 Market Street Mortgage Loan (see Exhibit 33.4)
33.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 1700 Market Street Mortgage Loan (see Exhibit 33.5)
33.23 National Tax Search, LLC, as Servicing Function Participant of 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 of the
Trinity Centre Mortgage Loan (see Exhibit 34.1)
34.9 Rialto Capital Advisors, LLC, as Special Servicer of the Trinity
Centre Mortgage Loan (see Exhibit 34.2)
34.10 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Trinity Centre Mortgage Loan
(see Exhibit 34.3)
34.11 TriMont Real Estate Advisors, Inc., as Operating Advisor of the
Trinity Centre Mortgage Loan (see Exhibit 34.4)
34.12 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the Trinity Centre Mortgage Loan (see Exhibit 34.5)
34.13 National Tax Search, LLC, as Servicing Function Participant of 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 of the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 34.7)
34.15 Rialto Capital Advisors, LLC, as Special Servicer of the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 34.2)
34.16 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the Poughkeepsie Galleria Mortgage
Loan (see Exhibit 34.3)
34.17 TriMont Real Estate Advisors, Inc., as Operating Advisor of the
Poughkeepsie Galleria Mortgage Loan (see Exhibit 34.4)
34.18 Wells Fargo Bank, National Association, as Primary Servicer of the
1700 Market Street Mortgage Loan (see Exhibit 34.1)
34.19 Rialto Capital Advisors, LLC, as Special Servicer of the 1700
Market Street Mortgage Loan (see Exhibit 34.2)
34.20 Deutsche Bank Trust Company Americas, as Trustee, Certificate
Administrator and Custodian of the 1700 Market Street Mortgage
Loan (see Exhibit 34.3)
34.21 TriMont Real Estate Advisors, Inc., as Operating Advisor of the
1700 Market Street Mortgage Loan (see Exhibit 34.4)
34.22 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant of the 1700 Market Street Mortgage Loan (see Exhibit 34.5)
34.23 National Tax Search, LLC, as Servicing Function Participant of 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 of the
Trinity Centre Mortgage Loan
35.6 Rialto Capital Advisors, LLC, as Special Servicer of the Trinity
Centre Mortgage Loan
35.7 Deutsche Bank Trust Company Americas, as Certificate Administrator
of 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 of the Poughkeepsie
Galleria Mortgage Loan (see Exhibit 35.6)
35.10 Deutsche Bank Trust Company Americas, as Certificate Administrator
of the Poughkeepsie Galleria Mortgage Loan (see Exhibit 35.7)
35.11 Wells Fargo Bank, National Association, as Primary Servicer of the
1700 Market Street Mortgage Loan (see Exhibit 35.5)
35.12 Rialto Capital Advisors, LLC, as Special Servicer of the 1700 Market
Street Mortgage Loan (see Exhibit 35.6)
35.13 Deutsche Bank Trust Company Americas, as Certificate Administrator
of the 1700 Market Street Mortgage Loan (see Exhibit 35.7)
99.1 Mortgage Loan Purchase Agreement, dated as of May 8, 2012,
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
November 15, 2012 under Commission File No. 333-177354-01
and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of May 8, 2012,
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
November 15, 2012 under Commission File No. 333-177354-01
and incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of May 8, 2012,
between UBS Commercial Mortgage Securitization Corp. and
Archetype Mortgage Funding II LLC (filed as Exhibit 99.3
to the registrant's Current Report on Form 8-K filed on
November 15, 2012 under Commission File No. 333-177354-01
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 22, 2017
/s/ Alfred Fernandez
Alfred Fernandez, Executive Director
Date: March 22, 2017
