Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period to _______________ from _______________
Commission file number of issuing entity: 333-166711-01
UBS-Citigroup Commercial Mortgage Trust 2011-C1
(Exact name of issuing entity as specified in its Charter)
Citigroup Commercial Mortgage Securities Inc.
(Exact name of registrant/depositor as specified in its Charter)
UBS Real Estate Securities Inc.
Natixis Real Estate Capital LLC
(Exact name of the sponsors as specified in their Charters)
Delaware 86-1073506
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.
of registrant) of registrant)
388 Greenwich Street
New York, New York 10013
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 816-6000
Securities registered pursuant to Section 12(b) of the Act:
None.
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit and
post such files).
Not Applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Section 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment
to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See definitions of "large accelerated filer,"
"accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act. (Check One):
Large accelerated filer ___
Accelerated Filer ___
Non-accelerated Filer X (Do not Check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked
price of such common equity, as of the of the last business day of
the registrant's most recently completed second fiscal quarter.
Not Applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not Applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not Applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the
document is incorporated: (1) Any annual report to security holders; (2)
Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.,
annual report to security holders for fiscal year ended December 24,
1980).
See Item 15(a).
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. The issuing entity does not have any executive officers
or directors.
ITEM 11. Executive Compensation.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 13. Certain Relationships and Related Transactions, and
Director Independence.
Omitted. The issuing entity does not have any executive officers
or directors.
ITEM 14. Principal Accounting Fees and Services.
Omitted.
ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB
Item 1112(b) of Regulation AB, Significant Obligor Financial Information.
With respect to the Trinity Centre Mortgage Loan, based on information
provided by the Trinity Centre Mortgage Loan Borrower, the unaudited net
operating income for the twelve month period ending December 31, 2013 for
the Trinity Centre Mortgaged Property was $15,708,065.00.
With respect to the Poughkeepsie Galleria Mortgage Loan, based on
information provided by the Poughkeepsie Galleria Mortgage Loan Borrower,
the unaudited net operating income for the twelve month period ending
December 31, 2013 for the Poughkeepsie Galleria Mortgaged Property was
$15,456,112.00.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Information.
None.
Item 1115(b) of Regulation AB, Certain Derivative Instruments.
None.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no legal proceedings pending against,
or proceedings contemplated by government authorities against,
the sponsor, depositor, trustee, issuing entity, servicer contemplated
by Item 1108(a)(3) of Regulation AB, originator contemplated by Item
1110(b) of Regulation AB, or other party contemplated by Item
1100(d)(1) of Regulation AB, or of which any property of the foregoing
is the subject, that is material to certificateholders.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and
Related Transactions.
The information regarding this Item has been previously filed in a
424(b)(5) filing dated December 28, 2011.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
See Item 15, Exhibits 33 and 34.
The assessment of compliance with applicable servicing criteria for the
twelve months ended December 31, 2013, furnished pursuant to Item 1122 of
Regulation AB by National Tax Search, LLC (the "2013 NTS Assessment") for
its commercial real estate mortgage loans platform, discloses that
material instances of noncompliance occurred with respect to the
servicing criterion described in Item 1122(d)(2)(vii) of Regulation AB.
The 2013 NTS Assessment is attached to this Form 10-K as exhibit 33.7.
The following material instance of non-compliance has been disclosed by
National Tax Search, LLC in the 2013 NTS Assessment (all references to
the "Company" and "Management" are references to National Tax Search,
LLC and its management):
"Material Instances of Noncompliance by the Compnay
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial
accounts and related clearing accounts. These reconciliations (B) Are
prepared within 30 calendar days after the bank statement cutoff date,
or such other number of days Specificied (sic) in the transaction
agreement and (D) Contain explanations for reconciling items. These
reconciling items are resolved within 90 calendar days of their original
identification, or such other number of days specificied (sic) in
transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not
completed within 30 calendar days after the bank statement
cutoff date. Certain reconciling items lacked proper
explanations and were not resolved within 90 day (sic) calendar
days of their original identification.
Remediation
Management corrected the timeliness of reconciliations within
the Period and Plante Moran auditors have reviewed, under an
agreed-upon procedures engagement, the compliance with the
servicing criteria of section 1122(d)(2)(vii), attributes
B & D, as defined above, as of January 31, 2014, noting no
matters of concern.
In the first quarter of 2014 Management will also complete installation
of a Treasury Workstation system, which allows for the automation of
daily reconciliation allowing for review and research throughout the
month instead of the days after a bank statement cutoff date. This
daily reconciliation will be accompanied by proper explanation of all
reconciling items. Management will review any items that require
resolution and reporting will provide aging of items at 30, 45 and 60
day levels to prevent exceeding the 90 calendar day requirement."
The assessment of compliance with applicable servicing criteria for the
twelve months ended December 31, 2013, furnished pursuant to Item 1122 of
Regulation AB by KeyBank National Association (the "2013 KeyBank
Assessment") for the transactions backed by commercial real estate
mortgage loans serviced by KeyBank National Association, discloses that
material instances of noncompliance occurred with respect to the
servicing criteria described in Items 1122(d)(4)(i) and 1122(d)(4)(x)(c)
of Regulation AB. The 2013 KeyBank Assessment is attached to this
Form 10-K as exhibit 33.8.
The following material instance of non-compliance has been disclosed by
KeyBank National Association in the 2013 KeyBank Assessment:
"1) KeyBank National Association (Key) has identified the following
material instances of noncompliance with servicing criteria
1122(d)(4)(i) and 1122(d)(4)(x)(c)applicable to the commercial
loans securitized during the year ended December 31, 2013, as
follows:
i) 1122(d)(4)(i) - Collateral or security on pool assets is
maintained as required by the transaction agreements or related
pool asset documents.
ii) 1122(d)(4)(x)(c) - Regarding any funds held in trust for an
obligor (such as escrow accounts): Such funds are returned to the
obligor within 30 calendar days of full repayment of the related
pool asset, or such other number of days specified in the
transaction agreements.
2) Key has implemented the following remediation procedures:
i) 1122(d)(4)(i) - Regarding UCC filings, it was discovered, upon
transfer of the servicing to Key from the previous servicer,
that two loans did not have appropriate UCC filings originally
filed or continued. The loans have since been corrected, and
Key determined that no liens were filed in front of the UCC
filing. All loans, for which servicing was transferred to Key
during 2013, have been reviewed, and, the filings are being
maintained in accordance with the transaction agreements.
ii) 1122(d)(4)(x)(c) - Escrow funds were not returned to the obligor
within 30 calendar days of repayment. Appropriate steps have been
taken, including monthly status meetings, meeting minutes, and
revised procedures to insure that the refund of escrows occurs
within 30 calendar days of full repayment."
Item 1123 of Regulation AB, Servicer Compliance Statement.
See Item 15, Exhibit 35.
PART IV
ITEM 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as a part of this annual
report on Form 10-K:
(1) Not Applicable.
(2) Not Applicable.
(3) The exhibits required by Item 601 of Regulation S-K and by
paragraph (b) below.
Exhibit
Number Description
4.1 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, Trimont Real Estate Advisors, Inc., as Operating Advisor, and
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian. (Exhibit 4.1 was filed as
part of the Registrant's Current Report on Form 8-K filed on
December 29, 2011 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
4.2 Amendment Number 1 To Pooling And Servicing Agreement, dated as of
June 12, 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. (Exhibit 4.2
was filed as part of the Registrant's Annual Report on Form 10-K filed
on March 29, 2013 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between
UBS Real Estate Securities Inc. and Citigroup Commercial Mortgage
Securities Inc., pursuant to which UBS Real Estate Securities Inc. sold
certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
(Exhibit 10.1 was filed as part of the Registrant's Current Report on
Form 8-K filed on December 28, 2011 (Commission File No. 333-166711-01)
and is incorporated by reference herein.)
10.2 Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between
Natixis Real Estate Capital LLC and Citigroup Commercial Mortgage
Securities Inc., pursuant to which Natixis Real Estate Capital LLC sold
certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
(Exhibit 10.2 was filed as part of the Registrant's Current Report on
Form 8-K filed on December 28, 2011 (Commission File No. 333-166711-01)
and is incorporated by reference herein.)
10.3 Primary Servicing Agreement, dated as of December 1, 2011, between Wells
Fargo Bank, National Association, as master servicer, and Midland Loan
Services, a Division of PNC Bank, National Association, as primary
servicer. (Exhibit 10.3 was filed as part of the Registrant's Current
Report on Form 8-K filed on December 28, 2011 (Commission File No.
333-166711-01) and is 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.
Exhibit 33.1 Wells Fargo Bank, N.A., as master servicer, Annual
Report on Assessment of Compliance for Year End December 31, 2013.
Exhibit 33.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer and sub-servicer, Annual Report on Assessment
of Compliance for Year End December 31, 2013.
Exhibit 33.3 Rialto Capital Advisors, LLC, as special servicer,
Annual Report on Assessment of Compliance for Year End December 31,
2013.
Exhibit 33.4 Deutsche Bank Trust Company Americas, as trustee,
custodian and certificae administrator, Annual Report on
Assessment of Compliance for Year End December 31, 2013.
Exhibit 33.5 Trimont Real Estate Advisors, Inc., as operating
advisor, Annual Report on Assessment of Compliance for Year
End December 31, 2013.
Exhibit 33.6 CoreLogic Commercial Real Estate Services, Inc.,
as servicing function participant, Annual Report on Assessment
of Compliance for Year End December 31, 2013.
Exhibit 33.7 National Tax Search, LLC, as tax service vendor
for the master servicer, Annual Report on Assessment of
Compliance for Year End December 31, 2013.
Exhibit 33.8 KeyBank National Association (as successor to
KeyCorp Real Estate Capital Markets, Inc.), as sub-servicer,
Annual Report on Assessment of Compliance for Year End
December 31, 2013.
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
Exhibit 34.1 Attestation Report on Assessment of Compliance
with Servicing Criteria for Wells Fargo Bank, N.A., as master
servicer, Report (Exhibit 33.1) for Year End December 31, 2013.
Exhibit 34.2 Attestation Report on Assessment of Compliance
with Servicing Criteria for Midland Loan Services, a
Division of PNC Bank, N.A., as special servicer and
sub-servicer, Report (Exhibit 33.2) for Year End December 31, 2013.
Exhibit 34.3 Attestation Report on Assessment of Compliance with
Servicing Criteria for Rialto Capital Advisors, LLC, as special
servicer (Exhibit 33.3) for Year End December 31, 2013.
Exhibit 34.4 Attestation Report on Assessment of Compliance
with Servicing Criteria for Deutsche Bank Trust Company Americas,
as trustee, custodian and certificate administrator, Report
(Exhibit 33.4) for Year End December 31, 2013.
Exhibit 34.5 Attestation Report on Assessment of Compliance
with Servicing Criteria for Trimont Real Estate Advisors, Inc.,
as operating advisor, Report (Exhibit 33.5) for Year End
December 31, 2013.
Exhibit 34.6 Attestation Report on Assessment of Compliance with
Servicing Criteria for CoreLogic Commercial Real Estate Services,
Inc., as servicing function participant, Report (Exhibit 33.6)
for Year End December 31, 2013.
Exhibit 34.7 Attestation Report on Assessment of Compliance with
Servicing Criteria for National Tax Search, LLC, as tax service
vendor for the master servicer, Report (Exhibit 33.7) for
Year End December 31, 2013.
Exhibit 34.8 Attestation Report on Assessment of Compliance
with Servicing Criteria for KeyBank National Association (as
successor to KeyCorp Real Estate Capital Markets, Inc.), as
sub-servicer, Report (Exhibit 33.8) for Year End December 31,
2013.
35 Servicer compliance statement.
Exhibit 35.1 Wells Fargo Bank, N.A., as master servicer, Annual
Statement of Compliance for Year End December 31, 2013.
Exhibit 35.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer and sub-servicer, Annual Statement of
Compliance for Year End December 31, 2013.
Exhibit 35.3 Rialto Capital Advisors, LLC., as special servicer,
Annual Statement of Compliance for Year End December 31, 2013.
Exhibit 35.4 Deutsche Bank Trust Company Americas, as certificate
administrator, Annual Statement of Compliance for Year End
December 31, 2013.
Exhibit 35.5 KeyBank National Association (as successor to
KeyCorp Real Estate Capital Markets, Inc.), as sub-servicer, Annual
Statement of Compliance for Year End December 31, 2013.
(b) The exhibits required by Item 601 of Regulation S-K are filed as
noted under subparagraph (a)(3) above.
(c) Not Applicable.
SIGNATURE
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.
Citigroup Commercial Mortgage Securities Inc., as Registrant
(Depositor)
By:
/s/ Paul Vanderslice
Paul Vanderslice
Title: Vice President
(Senior Officer in Charge of
Securitization of the Depositor)
Date: March 31, 2014
EXHIBIT INDEX
Exhibit
Number Description
4.1 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, Trimont Real Estate Advisors, Inc., as Operating Advisor, and
Deutsche Bank Trust Company Americas, as trustee, certificate
administrator, paying agent and custodian. (Exhibit 4.1 was filed as
part of the Registrant's Current Report on Form 8-K filed on
December 29, 2011 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
4.2 Amendment Number 1 To Pooling And Servicing Agreement, dated as of
June 12, 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. (Exhibit 4.2
was filed as part of the Registrant's Annual Report on Form 10-K filed
on March 29, 2013 (Commission File No. 333-166711-01) and is
incorporated by reference herein.)
10.1 Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between
UBS Real Estate Securities Inc. and Citigroup Commercial Mortgage
Securities Inc., pursuant to which UBS Real Estate Securities Inc. sold
certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
(Exhibit 10.1 was filed as part of the Registrant's Current Report on
Form 8-K filed on December 28, 2011 (Commission File No. 333-166711-01)
and is incorporated by reference herein.)
10.2 Mortgage Loan Purchase Agreement, dated as of December 22, 2011, between
Natixis Real Estate Capital LLC and Citigroup Commercial Mortgage
Securities Inc., pursuant to which Natixis Real Estate Capital LLC sold
certain mortgage loans to Citigroup Commercial Mortgage Securities Inc.
(Exhibit 10.2 was filed as part of the Registrant's Current Report on
Form 8-K filed on December 28, 2011 (Commission File No. 333-166711-01)
and is incorporated by reference herein.)
10.3 Primary Servicing Agreement, dated as of December 1, 2011, between Wells
Fargo Bank, National Association, as master servicer, and Midland Loan
Services, a Division of PNC Bank, National Association, as primary
servicer. (Exhibit 10.3 was filed as part of the Registrant's Current
Report on Form 8-K filed on December 28, 2011 (Commission File No.
333-166711-01) and is 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.
Exhibit 33.1 Wells Fargo Bank, N.A., as master servicer, Annual
Report on Assessment of Compliance for Year End December 31, 2013.
Exhibit 33.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer and sub-servicer, Annual Report on Assessment
of Compliance for Year End December 31, 2013.
Exhibit 33.3 Rialto Capital Advisors, LLC, as special servicer,
Annual Report on Assessment of Compliance for Year End December 31,
2013.
Exhibit 33.4 Deutsche Bank Trust Company Americas, as trustee,
custodian and certificae administrator, Annual Report on
Assessment of Compliance for Year End December 31, 2013.
Exhibit 33.5 Trimont Real Estate Advisors, Inc., as operating
advisor, Annual Report on Assessment of Compliance for Year
End December 31, 2013.
Exhibit 33.6 CoreLogic Commercial Real Estate Services, Inc.,
as servicing function participant, Annual Report on Assessment
of Compliance for Year End December 31, 2013.
Exhibit 33.7 National Tax Search, LLC, as tax service vendor
for the master servicer, Annual Report on Assessment of
Compliance for Year End December 31, 2013.
Exhibit 33.8 KeyBank National Association (as successor to
KeyCorp Real Estate Capital Markets, Inc.), as sub-servicer,
Annual Report on Assessment of Compliance for Year End
December 31, 2013.
34 Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
Exhibit 34.1 Attestation Report on Assessment of Compliance
with Servicing Criteria for Wells Fargo Bank, N.A., as master
servicer, Report (Exhibit 33.1) for Year End December 31, 2013.
Exhibit 34.2 Attestation Report on Assessment of Compliance
with Servicing Criteria for Midland Loan Services, a
Division of PNC Bank, N.A., as special servicer and
sub-servicer, Report (Exhibit 33.2) for Year End December 31, 2013.
Exhibit 34.3 Attestation Report on Assessment of Compliance with
Servicing Criteria for Rialto Capital Advisors, LLC, as special
servicer (Exhibit 33.3) for Year End December 31, 2013.
Exhibit 34.4 Attestation Report on Assessment of Compliance
with Servicing Criteria for Deutsche Bank Trust Company Americas,
as trustee, custodian and certificate administrator, Report
(Exhibit 33.4) for Year End December 31, 2013.
Exhibit 34.5 Attestation Report on Assessment of Compliance
with Servicing Criteria for Trimont Real Estate Advisors, Inc.,
as operating advisor, Report (Exhibit 33.5) for Year End
December 31, 2013.
Exhibit 34.6 Attestation Report on Assessment of Compliance with
Servicing Criteria for CoreLogic Commercial Real Estate Services,
Inc., as servicing function participant, Report (Exhibit 33.6)
for Year End December 31, 2013.
Exhibit 34.7 Attestation Report on Assessment of Compliance with
Servicing Criteria for National Tax Search, LLC, as tax service
vendor for the master servicer, Report (Exhibit 33.7) for
Year End December 31, 2013.
Exhibit 34.8 Attestation Report on Assessment of Compliance
with Servicing Criteria for KeyBank National Association (as
successor to KeyCorp Real Estate Capital Markets, Inc.), as
sub-servicer, Report (Exhibit 33.8) for Year End December 31,
2013.
35 Servicer compliance statement.
Exhibit 35.1 Wells Fargo Bank, N.A., as master servicer, Annual
Statement of Compliance for Year End December 31, 2013.
Exhibit 35.2 Midland Loan Services, a Division of PNC Bank, N.A.,
as special servicer and sub-servicer, Annual Statement of
Compliance for Year End December 31, 2013.
Exhibit 35.3 Rialto Capital Advisors, LLC., as special servicer,
Annual Statement of Compliance for Year End December 31, 2013.
Exhibit 35.4 Deutsche Bank Trust Company Americas, as certificate
administrator, Annual Statement of Compliance for Year End
December 31, 2013.
Exhibit 35.5 KeyBank National Association (as successor to
KeyCorp Real Estate Capital Markets, Inc.), as sub-servicer, Annual
Statement of Compliance for Year End December 31, 2013
