UBS-Barclays Commercial Mortgage Trust 2012-C2 - FORM 10-K - EX-33 - 333 - March 29, 2013

Attached files

file	filename
10-K - 10K - UBS-Barclays Commercial Mortgage Trust 2012-C2	UBS2012C2FORM10K.htm
EX-31 - UBS-Barclays Commercial Mortgage Trust 2012-C2	exhibit31.htm
EX-35 - 354 - UBS-Barclays Commercial Mortgage Trust 2012-C2	exhibt354.htm
EX-35 - 353 - UBS-Barclays Commercial Mortgage Trust 2012-C2	USBankEx353.htm
EX-33 - 334 - UBS-Barclays Commercial Mortgage Trust 2012-C2	USBankEx334.htm
EX-34 - 344 - UBS-Barclays Commercial Mortgage Trust 2012-C2	USBankEx344.htm
EX-35 - 351 - UBS-Barclays Commercial Mortgage Trust 2012-C2	WellsfargoMSEx351.htm
EX-33 - 335 - UBS-Barclays Commercial Mortgage Trust 2012-C2	CorelogicIncEx335.htm
EX-34 - 345 - UBS-Barclays Commercial Mortgage Trust 2012-C2	CorelogicIncEx345.htm
EX-34 - 341 - UBS-Barclays Commercial Mortgage Trust 2012-C2	WellsfargoMSEx341.htm
EX-34 - 343 - UBS-Barclays Commercial Mortgage Trust 2012-C2	PentalphaOperating343.htm
EX-34 - 342 - UBS-Barclays Commercial Mortgage Trust 2012-C2	CWCapitalAssetMgmtEx342.htm
EX-35 - 352 - UBS-Barclays Commercial Mortgage Trust 2012-C2	CWCapitalAssetMgmtEx352.htm
EX-33 - 332 - UBS-Barclays Commercial Mortgage Trust 2012-C2	CWCapitalAssetMgmtEx332.htm
EX-34 - 347 - UBS-Barclays Commercial Mortgage Trust 2012-C2	NewmarkRealityCapital347.htm
EX-33 - 337 - UBS-Barclays Commercial Mortgage Trust 2012-C2	NewmarkRealityCapital337.htm
EX-34 - 346 - UBS-Barclays Commercial Mortgage Trust 2012-C2	NationalTaxSearchLlcEx346.htm
EX-33 - 336 - UBS-Barclays Commercial Mortgage Trust 2012-C2	NationalTaxSearchLlcEx336.htm
EX-33 - 331 - UBS-Barclays Commercial Mortgage Trust 2012-C2	WellsfargoMSEx331.htm

February 25, 2013

Management's Report on Assessment of 2012 Compliance by Pentalpha Surveillance, LLC With Regulation
AB Servicing Criteria

Pentalpha Surveillance, LLC (the Asserting Party) is responsible for assessing its compliance, as of and for the
period ended December 31, 2012, with the servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of
Federal Regulations.

The assessment concerns the Asserting Party's servicing efforts for its servicing "Platform," which consists of its
servicing activities encompassed by contractual obligations to perform Regulation AB reporting. (See Exhibit A for
a list of the Asserting Party's Platform of required reporting by the servicing agreements.)

The Asserting Party has assessed its compliance with the applicable servicing criteria as of and for the year ended
December 31, 2012. The Asserting Party used the criteria in paragraph (d) of Section 1122 of Regulation AB (17
C.F.R. 229.1122) to assess its compliance.

Based on such assessment, the Asserting Party believes that, as of and for the year ended December 31, 2012, the
Asserting Party has complied in all material respects with the servicing criteria set forth in Item 1122(d) of
Regulation AB relating to its operational advisor role in the servicing of the Platform, except for servicing criteria
1122(d)(1)(i-iv), 1122(d)(2)(i-vii), 1122(d)(3)(ii-iv), 1122(d)(4)(i-vi) and 1122(d)(4)(viii-xv), which the Asserting
Party has determined as being inapplicable to the activities it performs with respect to the Platform being serviced
(the "applicable servicing criteria").

McGladrey LLP, an independent registered public accounting firm, has issued an attestation report on the
assessment of compliance with the applicable servicing criteria for the reporting period as set forth in this assertion.

Regulation AB Section 229.1122(d) Servicing Criteria

Regulation AB Reference

Servicing Criterion

1122(d)(1)(i)

Policies and procedures are instituted to monitor any performance or other
triggers and events of default in accordance with the transaction
agreements.

Applicability/Compliance:

Not applicable.

1122(d)(1)(ii)

If any material servicing activities are outsourced to third parties, policies
and procedures are instituted to monitor the third party's performance and
compliance with such servicing activities.

Applicability/Compliance:

Not applicable.

1122(d)(1)(iii)

Any requirements in the transaction agreements to maintain a backup
servicer for the mortgage loans are maintained.

Applicability/Compliance:

Not applicable.

1122(d)(1)(iv)

A fidelity bond and errors and omissions policy is in effect on the party
participating in the servicing function throughout the reporting period in
the amount of coverage required by and otherwise in accordance with the
terms of the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(2)(i)

Payments on pool assets are deposited into the appropriate custodial bank
accounts and related bank clearing accounts within no more than two
business days of receipt, or such other number of days specified in the
transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(2)(ii)

Disbursements made via wire transfer on behalf of an obligor or to an
investor are made only by authorized personnel.

Applicability/Compliance:

Not applicable.

1122(d)(2)(iii)

Advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances are
made, reviewed and approved as specified in the transaction documents.

Applicability/Compliance:

Not applicable.

Regulation AB Reference

Servicing Criterion

1122(d)(2)(iv)

The related accounts for the transaction, such as cash reserve accounts or
accounts established as a form of overcollateralization, are separately
maintained (e.g., with respect to commingling of cash) as set forth in the
transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(2)(v)

Each custodial account is maintained at a federally insured depository
institution as set forth in the transaction agreements. For purposes of this
criterion, "federally insured depository institution" with respect to a
foreign financial institution means a foreign financial institution that
meets the requirements of 240.13k-1(b)(1) of this chapter.

Applicability/Compliance:

Not applicable.

1122(d)(2)(vi)

Unissued checks were safeguarded so as to prevent unauthorized access.

Applicability/Compliance:

Not applicable.

1122(d)(2)(vii)

Reconciliations are prepared on a monthly basis for all asset-backed,
securities-related bank accounts, including custodial accounts and related
bank clearing accounts. These reconciliations: (A) are mathematically
accurate; (B) are prepared within 30 calendar days after the bank
statement cutoff date, or such other number of days specified in the
transaction agreements; (C) are reviewed and approved by someone other
than the person who prepared the reconciliation; and (D) contain
explanations for reconciling items. These reconciling items are resolved
within 90 calendar days of their original identification, or such other
number of days specified in the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(3)(i)(A)

Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports are prepared in
accordance with time frames and other terms set forth in the transaction
agreements.

Applicability/Compliance:

1122(d)(3)(i)(B)

Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports provide information
calculated in accordance with the terms specified in the transaction
agreements.

Applicability/Compliance:

Regulation AB Reference

Servicing Criterion

1122(d)(3)(i)(C)

Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports are filed with the
Commission as required by its rules and regulations.

Applicability/Compliance:

1122(d)(3)(i)(D)

Reports to investors, including those to be filed with the Commission, are
maintained in accordance with the transaction agreements and applicable
Commission requirements. Specifically, such reports agree with investors
or the trustee's records as to the total unpaid principal balance and
number of mortgage loans serviced by the servicer.

Applicability/Compliance:

1122(d)(3)(ii)

Amounts due to investors are allocated and remitted in accordance with
time frames, distribution priority and other terms set forth in the
transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(3)(iii)

Disbursements made to an investor are posted within two business days to
the servicer's investor records, or such other number of days specified in
the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(3)(iv)

Amounts remitted to investors per the investor reports agree with
canceled checks, or other form of payment, or custodial bank statements.

Applicability/Compliance:

Not applicable.

1122(d)(4)(i)

Collateral or security on pool assets is maintained as required by the
transaction agreements or related pool asset documents.

Applicability/Compliance:

Not applicable.

1122(d)(4)(ii)

Pool assets and related documents are safeguarded as required by the
transaction agreements.

Applicability/Compliance:

Not applicable.

Regulation AB Reference

Servicing Criterion

1122(d)(4)(iii)

Any additions, removals or substitutions to the asset pool are made,
reviewed and approved in accordance with any conditions or requirements
in the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(4)(iv)

Payments on pool assets, including any payoffs, made in accordance with
the related pool asset documents are posted to the applicable servicer's
obligor records maintained no more than two business days after receipt,
or such other number of days specified in the transaction agreements, and
allocated to principal, interest or other items (e g., escrow) in accordance
with the related pool asset documents.

Applicability/Compliance:

Not applicable.

1122(d)(4)(v)

The servicer's records regarding the pool assets agree with the servicer's
records with respect to an obligor's unpaid principal balance.

Applicability/Compliance:

Not applicable.

1122(d)(4)(vi)

Changes with respect to the terms or status of an obligor's pool asset (e.g.,
loan modifications or re-agings) are made, reviewed and approved by
authorized personnel in accordance with the transaction agreements and
related pool asset documents.

Applicability/Compliance:

Not applicable.

1122(d)(4)(vii)

Loss mitigation or recovery actions (e.g., forbearance plans, modifications
and deeds in lieu of foreclosure, foreclosures and repossessions, as
applicable) are initiated, conducted and concluded in accordance with the
time frames or other requirements established by the transaction
agreements.

Applicability/Compliance:

1122(d)(4)(viii)

Records documenting collection efforts are maintained during the period
a pool asset is delinquent in accordance with the transaction agreements.
Such records are maintained on at least a monthly basis, or such other
period specified in the transaction agreements, and describe the entity's
activities in monitoring delinquent pool assets, including, for example,
phone calls, letters and payment rescheduling plans in cases where
delinquency is deemed temporary (e.g., illness or unemployment).

Applicability/Compliance:

Not applicable.

Regulation AB Reference

Servicing Criterion

1122(d)(4)(ix)

Adjustments to interest rates or rates of return for pool assets with
variable rates are computed based on the related pool asset documents.

Applicability/Compliance:

Not applicable.

1122(d)(4)(x)

Regarding any funds held in trust for an obligor (such as escrow
accounts): (A) such funds are analyzed, in accordance with the obligor's
pool asset documents, on at least an annual basis, or such other period
specified in the transaction agreements; (B) interest on such funds is paid,
or credited, to obligors in accordance with applicable pool asset
documents and state laws; and (C) such funds were returned to the obligor
within 30 calendar days of full repayment of the related pool asset, or
such other number of days specified in the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(4)(xi)

Payments made on behalf of an obligor (such as tax or insurance
payments) are made on or before the related penalty or expiration dates,
as indicated on the appropriate bills or notices for such payments,
provided that such support has been received by the servicer at least
30 calendar days prior to these dates, or such other number of days
specified in the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(4)(xii)

Any late payment penalties in connection with any payment to be made
on behalf of an obligor are paid from the servicer's funds and not charged
to the obligor, unless the late payment was due to the obligor's error or
omission.

Applicability/Compliance:

Not applicable.

1122(d)(4)(xiii)

Disbursements made on behalf of an obligor are posted within two
business days to the obligor's records maintained by the servicer, or such
other number of days specified in the transaction agreements.

Applicability/Compliance:

Not applicable.

1122(d)(4)(xiv)

Delinquencies, charge-offs and uncollectible accounts are recognized and
recorded in accordance with the transaction agreements.

Applicability/Compliance:

Not applicable.

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.

Regulation AB Reference

Servicing Criterion

Applicability/Compliance:

Not applicable.

February 25, 2013

/s/ James Callahan

James Callahan, Executive Director

/s/ Don Simon

Don Simon, Chief Operating Officer

Exhibit A

Issuer

Platform and Public
Name of Securitization

Master Servicer

GS Mortgage Securities
Corporation II

J.P. Morgan Chase
Commercial Mortgage
Securities Corp.

Wells Fargo Commercial
Mortgage Securities, Inc.

J.P. Morgan Chase
Commercial Mortgage
Securities Corp.

Deutsche Mortgage & Asset
Receiving Corporation

UBS Commercial Mortgage
Securitization Corp.

Wells Fargo Commercial
Mortgage Securities, Inc.

J.P. Morgan Chase
Commercial Mortgage
Securities Corp.

GS Mortgage Securities
Corporation II

Wells Fargo Commercial
Mortgage Securities, Inc.

J.P. Morgan Chase
Commercial Mortgage
Securities Corp.

Commercial Mortgage Pass-Through
Certificates Series 2011-GC5

J.P. Morgan Chase Commercial Mortgage
Securities Trust 2011-C5

Commercial Mortgage Pass-Through
Certificates Series 2012-C6

J.P. Morgan Chase Commercial Mortgage
Securities Trust 2012-C6 Commercial
Mortgage Pass-Through Certificates Series
2012-C-6

COMM 2012-CCRE1 Commercial Mortgage
Pass-Through Certificates

UBS-Barclays Commercial Mortgage Trust
2012-C2, Commercial Mortgage Pass-Through
Certificates, Series 2012-C2

Commercial Mortgage Pass-Through
Certificates Series 2012-C8

J.P. Morgan Chase Commercial Mortgage
Securities Trust 2012-C8 Commercial
Mortgage Pass-Through Certificates Series
2012-C-8

Commercial Mortgage Pass-Through
Certificates Series 2012-GCJ9

Commercial Mortgage Pass-Through
Certificates Series 2012-C10

J.P. Morgan Chase Commercial Mortgage
Securities Trust 2012-LC9 Commercial
Mortgage Pass-Through Certificates Series
2012-LC9

Wells Fargo Bank, National Association

Midland Loan Services, a division of
PNC Bank, National Association

Wells Fargo Bank, National Association

Wells Fargo Bank, National Association

Wells Fargo Bank, National Association

Wells Fargo Bank, National Association

Wells Fargo Bank, National Association

Keycorp Real Estate Capital Markets,
Inc.

Wells Fargo Bank, National Association

Wells Fargo Bank, National Association

Midland Loan Services, a division of
PNC Bank, National Association