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EX-31 - RULE 13A-14(D)/15D-14(D) CERTIFICATION - WFRBS COMMERCIAL MORTGAGE TRUST 2012-C8we31246231-ex31.htm
EX-33.15 - PRUDENTIAL REPORT ON ASSESSMENT OF COMPLIANCE - WFRBS COMMERCIAL MORTGAGE TRUST 2012-C8we31246231-ex33_15.htm
EX-34.15 - PRUDENTIAL ATTESTATION REPORT - WFRBS COMMERCIAL MORTGAGE TRUST 2012-C8we31246231-ex34_15.htm
EX-35.11 - PRUDENTIAL COMPLIANCE STATEMENT - WFRBS COMMERCIAL MORTGAGE TRUST 2012-C8we31246231-ex35_11.htm
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                                  FORM 10-K/A
                               (Amendment No. 2)
 
 
(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, 2013
 
    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: 333-172366-03
 
    WFRBS Commercial Mortgage Trust 2012-C8
    (exact name of issuing entity as specified in its charter)
 
    Commission file number of depositor: 333-172366
 
    Wells Fargo Commercial Mortgage Securities, Inc.
    (exact name of the depositor as specified in its charter)
 
    Wells Fargo Bank, N.A.
    C-III Commercial Mortgage LLC
    The Royal Bank of Scotland
    Basis Real Estate Capital II, LLC
    Liberty Island Group I LLC
    (exact name of the sponsors as specified in its charter)
 
 
 
New York                                38-3880099
(State or other jurisdiction of         38-3880100
incorporation or organization)          38-3880101
                                        38-7047698
                                        (I.R.S. Employer
                                        Identification No.)
 
 
c/o Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, MD                                 21045
(Address of principal executive              (Zip Code)
offices)
 
 
Telephone number, including area code: (410) 884-2000
 
 
 
 
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 ___     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
 
 
 
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
 
 
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 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/A or any amendment to this Form 10-K/A.
 
Not applicable.
 
 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
 
Yes ___     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 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/A (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 NOTE
 
The purpose of this Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on March 31, 2014 (the “Original Form 10-K”), and as amended by the Form 10-K/A filed with the Securities and Exchange Commission on March 31, 2014 (the “Original Form 10-K/A”) is (i)to file as Exhibit 4.2 the Pooling and Servicing Agreement, dated as of June 1, 2012, among RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Trimont Real Estate Advisors, Inc., as senior trust advisor (the “WFRBS Commercial Mortgage Trust 2012-C7 Pooling and Servicing Agreement”), (ii) to file as Exhibit 99.7 the Primary Servicing Agreement, dated as of August 1, 2012, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc. (“Prudential”), as Primary Servicer and (iii) to file a report on assessment of compliance with servicing criteria, an attestation report on assessment of compliance with servicing criteria and a servicer compliance statement for Prudential.
 
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the Northridge Fashion Center Mortgage Loan and the Town Center at Cobb Mortgage Loan, which constituted approximately 6.9% and 5.4%, respectively, of the asset pool of the issuing entity as of its cut-off date.  The Northridge Fashion Center Mortgage Loan and the Town Center at Cobb Mortgage Loan are each an asset of the issuing entity and are each part of a respective loan combination that includes the Northridge Fashion Center Mortgage Loan and the Town Center at Cobb 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 WFRBS Commercial Mortgage Trust 2012-C7 transaction, Commission File Number 333-177891-01 (the “WFRBS 2012-C7 Transaction”). These loan combinations, including the Northridge Fashion Center Mortgage Loan and the Town Center at Cobb Mortgage Loan, respectively, are each being serviced and administered pursuant to the WFRBS Commercial Mortgage Trust 2012-C7 Pooling and Servicing Agreement.
 
Prudential is the primary servicer for three (3) Mortgage Loans under the Primary Servicing Agreement.
 
 
                                     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.
 
             Omitted.
 
 
 
 
                                     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 100 Church Street loan constitutes a significant obligor within the meaning
of 1101(k)(2) of Regulation AB.  The Net Operating Income for the 2013 Fiscal
Year End is $22,592,222.00.
 
 
 
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).
 
Wells Fargo Bank, N.A. provides an Interest Rate Swap derivative instrument for the trust as disclosed in the 424 Prospectus.  No additional disclosure is
necessary because the significance percentage for the Interest Rate Swap is less
than 10%.
 
 
 
Item 1117 of Regulation AB, Legal Proceedings.
 
The registrant knows of no material pending legal proceedings involving the Trust and all parties related to such Trust, other than routine litigation incidental to the duties of those respective parties.
 
 
 
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 July 31, 2012.
 
 
 
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
 
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15.
 
Material Instances of Noncompliance by National Tax Search, LLC
 
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 specified 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 specified 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 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.
 
Item 1123 of Regulation AB, Servicer Compliance Statement.
 
The servicer compliance statements are attached hereto under Item 15.
 
 
 
                               Part IV
 
Item 15. Exhibits, Financial Statement Schedules.
 
(a) Exhibits.
 
(4.1) Pooling and Servicing Agreement, dated as of August 1, 2012, incorporated by reference from Exhibit 4.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(4.2) Pooling and Servicing Agreement, dated as of June 1, 2012, among RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Trimont Real Estate Advisors, Inc., as senior trust advisor (filed as Exhibit 1.1 of the registrant’s Current Report on Form 8-K, filed on February 18, 2014 and incorporated by reference herein).
 
(31) Rule 13a-14(d)/15d-14(d) Certification.
 
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
 
33.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.1 to the Original Form 10-K/A and incorporated by reference herein)
33.2 Deutsche Bank National Trust Company Americas as Trustee (filed as Exhibit 33.2 to the Original Form 10-K/A and incorporated by reference herein)
33.3 Deutsche Bank Trust Company Americas as Trustee for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.3 to the Original Form 10-K/A and incorporated by reference herein)
33.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.4 to the Original Form 10-K/A and incorporated by reference herein)
33.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 33.5 to the Original Form 10-K/A and incorporated by reference herein)
33.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 33.6 to the Original Form 10-K/A and incorporated by reference herein)
33.7 Torchlight Loan Services, LLC as Special Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.7 to the Original Form 10-K/A and incorporated by reference herein)
33.8 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.8 to the Original Form 10-K/A and incorporated by reference herein)
33.9 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.9 to the Original Form 10-K/A and incorporated by reference herein)
33.10 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 33.10 to the Original Form 10-K/A and incorporated by reference herein)
33.11 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 33.11 to the Original Form 10-K/A and incorporated by reference herein)
33.12 Wells Fargo Bank, N.A. as Master Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.12 to the Original Form 10-K/A and incorporated by reference herein)
33.13 Wells Fargo Bank, N.A. as the Certificate Administrator for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.13 to the Original Form 10-K/A and incorporated by reference herein)
33.14 Wells Fargo Bank, N.A. as the Custodian for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.14 to the Original Form 10-K/A and incorporated by reference herein)
33.15 Prudential Asset Resources, Inc., as Primary Servicer
 
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
 
34.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.1 to the Original Form 10-K/A and incorporated by reference herein)
34.2 Deutsche Bank National Trust Company Americas as Trustee (filed as Exhibit 34.2 to the Original Form 10-K/A and incorporated by reference herein)
34.3 Deutsche Bank Trust Company Americas as Trustee for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.3 to the Original Form 10-K/A and incorporated by reference herein)
34.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.4 to the Original Form 10-K/A and incorporated by reference herein)
34.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 34.5 to the Original Form 10-K/A and incorporated by reference herein)
34.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 34.6 to the Original Form 10-K/A and incorporated by reference herein)
34.7 Torchlight Loan Services, LLC as Special Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.7 to the Original Form 10-K/A and incorporated by reference herein)
34.8 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.8 to the Original Form 10-K/A and incorporated by reference herein)
34.9 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.9 to the Original Form 10-K/A and incorporated by reference herein)
34.10 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 34.10 to the Original Form 10-K/A and incorporated by reference herein)
34.11 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 34.11 to the Original Form 10-K/A and incorporated by reference herein)
34.12 Wells Fargo Bank, N.A. as Master Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.12 to the Original Form 10-K/A and incorporated by reference herein)
34.13 Wells Fargo Bank, N.A. as the Certificate Administrator for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.13 to the Original Form 10-K/A and incorporated by reference herein)
34.14 Wells Fargo Bank, N.A. as the Custodian for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.14 to the Original Form 10-K/A and incorporated by reference herein)
34.15 Prudential Asset Resources, Inc., as Primary Servicer
 
(35) Servicer compliance statement.
 
35.1 Deutsche Bank National Trust Company Americas as Trustee (filed as Exhibit 35.1 to the Original Form 10-K/A and incorporated by reference herein)
35.2 Deutsche Bank Trust Company Americas as Trustee for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.2 to the Original Form 10-K/A and incorporated by reference herein)
35.3 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 35.3 to the Original Form 10-K/A and incorporated by reference herein)
35.4 Torchlight Loan Services, LLC as Special Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.4 to the Original Form 10-K/A and incorporated by reference herein)
35.5 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 35.5 to the Original Form 10-K/A and incorporated by reference herein)
35.6 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 35.6 to the Original Form 10-K/A and incorporated by reference herein)
35.7 Wells Fargo Bank, N.A. as Master Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.7 to the Original Form 10-K/A and incorporated by reference herein)
35.8 Wells Fargo Bank, N.A. as Master Servicer for the Town Center at Cobb Loan (filed as Exhibit 35.8 to the Original Form 10-K/A and incorporated by reference herein)
35.9 Wells Fargo Bank, N.A. as the Certificate Administrator for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.9 to the Original Form 10-K/A and incorporated by reference herein)
35.10 Wells Fargo Bank, N.A. as the Certificate Administrator for the Town Center of Cobb Loan (filed as Exhibit 35.10 to the Original Form 10-K/A and incorporated by reference herein)
35.11 Prudential Asset Resources, Inc., as Primary Servicer
 
 
(99.1) Mortgage Loan Purchase Agreement, dated July 20, 2012, between Wells Fargo Bank, National Association and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.2) Mortgage Loan Purchase Agreement, dated July 20, 2012, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.2 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.3) Mortgage Loan Purchase Agreement, dated July 20, 2012, between Liberty Island Group I LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.3 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.4) Mortgage Loan Purchase Agreement, dated July 20, 2012, between C-III Commercial Mortgage LLC and Wells Fargo Commercial Mortgage Securities, Inc.  incorporated by reference from Exhibit 99.4 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.5) Mortgage Loan Purchase Agreement, dated July 20, 2012, between Basis Real Estate Capital II, LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.5 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.6) Mortgage Loan Purchase Agreement, dated July 20, 2012, between RBS Financial Products Inc. and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.6 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.7) Primary Servicing Agreement, dated as of August 1, 2012, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer incorporated by reference from Exhibit 99.7 of the issuing entity's Current Report on Form 8-K/A filed with the Commission on August 29, 2014.
 
(b) Not applicable.
 
(c) Omitted.
 
 
 
                          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.
 
 
Wells Fargo Commercial Mortgage Securities, Inc.
(Depositor)
 
 
/s/ Anthony Sfarra
Anthony Sfarra, President
(senior officer in charge of securitization of the depositor)
 
 
Date:   August 29, 2014
 
 
 
Exhibit Index
 
Exhibit No.
 
 
(4.1) Pooling and Servicing Agreement, dated as of August 1, 2012, incorporated by reference from Exhibit 4.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(4.2) Pooling and Servicing Agreement, dated as of June 1, 2012, among RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Torchlight Loan Services, LLC, as special servicer, Deutsche Bank Trust Company Americas, as trustee, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, and Trimont Real Estate Advisors, Inc., as senior trust advisor (filed as Exhibit 1.1 of the registrant’s Current Report on Form 8-K, filed on February 18, 2014 and incorporated by reference herein).
 
(31) Rule 13a-14(d)/15d-14(d) Certification.
 
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
 
33.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.1 to the Original Form 10-K/A and incorporated by reference herein)
33.2 Deutsche Bank National Trust Company Americas as Trustee (filed as Exhibit 33.2 to the Original Form 10-K/A and incorporated by reference herein)
33.3 Deutsche Bank Trust Company Americas as Trustee for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.3 to the Original Form 10-K/A and incorporated by reference herein)
33.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.4 to the Original Form 10-K/A and incorporated by reference herein)
33.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 33.5 to the Original Form 10-K/A and incorporated by reference herein)
33.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 33.6 to the Original Form 10-K/A and incorporated by reference herein)
33.7 Torchlight Loan Services, LLC as Special Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.7 to the Original Form 10-K/A and incorporated by reference herein)
33.8 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.8 to the Original Form 10-K/A and incorporated by reference herein)
33.9 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 33.9 to the Original Form 10-K/A and incorporated by reference herein)
33.10 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 33.10 to the Original Form 10-K/A and incorporated by reference herein)
33.11 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 33.11 to the Original Form 10-K/A and incorporated by reference herein)
33.12 Wells Fargo Bank, N.A. as Master Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.12 to the Original Form 10-K/A and incorporated by reference herein)
33.13 Wells Fargo Bank, N.A. as the Certificate Administrator for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.13 to the Original Form 10-K/A and incorporated by reference herein)
33.14 Wells Fargo Bank, N.A. as the Custodian for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 33.14 to the Original Form 10-K/A and incorporated by reference herein)
33.15 Prudential Asset Resources, Inc., as Primary Servicer
 
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
 
34.1 CoreLogic Commercial Real Estate Services, Inc. as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.1 to the Original Form 10-K/A and incorporated by reference herein)
34.2 Deutsche Bank National Trust Company Americas as Trustee (filed as Exhibit 34.2 to the Original Form 10-K/A and incorporated by reference herein)
34.3 Deutsche Bank Trust Company Americas as Trustee for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.3 to the Original Form 10-K/A and incorporated by reference herein)
34.4 National Tax Search, LLC as Vendor for Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.4 to the Original Form 10-K/A and incorporated by reference herein)
34.5 Pentalpha Surveillance LLC as Trust Advisor (filed as Exhibit 34.5 to the Original Form 10-K/A and incorporated by reference herein)
34.6 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 34.6 to the Original Form 10-K/A and incorporated by reference herein)
34.7 Torchlight Loan Services, LLC as Special Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.7 to the Original Form 10-K/A and incorporated by reference herein)
34.8 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.8 to the Original Form 10-K/A and incorporated by reference herein)
34.9 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 34.9 to the Original Form 10-K/A and incorporated by reference herein)
34.10 Wells Fargo Bank, N.A. as Certificate Administrator filed as Exhibit 34.10 to the Original Form 10-K/A and incorporated by reference herein)
34.11 Wells Fargo Bank, N.A. as Custodian (filed as Exhibit 34.11 to the Original Form 10-K/A and incorporated by reference herein)
34.12 Wells Fargo Bank, N.A. as Master Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.12 to the Original Form 10-K/A and incorporated by reference herein)
34.13 Wells Fargo Bank, N.A. as the Certificate Administrator for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.13 to the Original Form 10-K/A and incorporated by reference herein)
34.14 Wells Fargo Bank, N.A. as the Custodian for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 34.14 to the Original Form 10-K/A and incorporated by reference herein)
34.15 Prudential Asset Resources, Inc., as Primary Servicer
 
(35) Servicer compliance statement.
 
35.1 Deutsche Bank National Trust Company Americas as Trustee (filed as Exhibit 35.1 to the Original Form 10-K/A and incorporated by reference herein)
35.2 Deutsche Bank Trust Company Americas as Trustee for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.2 to the Original Form 10-K/A and incorporated by reference herein)
35.3 Rialto Capital Advisors, LLC as Special Servicer (filed as Exhibit 35.3 to the Original Form 10-K/A and incorporated by reference herein)
35.4 Torchlight Loan Services, LLC as Special Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.4 to the Original Form 10-K/A and incorporated by reference herein)
35.5 Wells Fargo Bank, N.A. as Master Servicer (filed as Exhibit 35.5 to the Original Form 10-K/A and incorporated by reference herein)
35.6 Wells Fargo Bank, N.A. as Certificate Administrator (filed as Exhibit 35.6 to the Original Form 10-K/A and incorporated by reference herein)
35.7 Wells Fargo Bank, N.A. as Master Servicer for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.7 to the Original Form 10-K/A and incorporated by reference herein)
35.8 Wells Fargo Bank, N.A. as Master Servicer for the Town Center at Cobb Loan (filed as Exhibit 35.8 to the Original Form 10-K/A and incorporated by reference herein)
35.9 Wells Fargo Bank, N.A. as the Certificate Administrator for the Northridge Fashion Center Loan and the Town Center of Cobb Loan (filed as Exhibit 35.9 to the Original Form 10-K/A and incorporated by reference herein)
35.10 Wells Fargo Bank, N.A. as the Certificate Administrator for the Town Center of Cobb Loan (filed as Exhibit 35.10 to the Original Form 10-K/A and incorporated by reference herein)
35.11 Prudential Asset Resources, Inc., as Primary Servicer
 
 
 
(99.1) Mortgage Loan Purchase Agreement, dated July 20, 2012, between Wells Fargo Bank, National Association and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.1 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.2) Mortgage Loan Purchase Agreement, dated July 20, 2012, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.2 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.3) Mortgage Loan Purchase Agreement, dated July 20, 2012, between Liberty Island Group I LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.3 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.4) Mortgage Loan Purchase Agreement, dated July 20, 2012, between C-III Commercial Mortgage LLC and Wells Fargo Commercial Mortgage Securities, Inc.  incorporated by reference from Exhibit 99.4 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.5) Mortgage Loan Purchase Agreement, dated July 20, 2012, between Basis Real Estate Capital II, LLC and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.5 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.6) Mortgage Loan Purchase Agreement, dated July 20, 2012, between RBS Financial Products Inc. and Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference from Exhibit 99.6 of the issuing entity's Current Report on Form 8-K filed with the Commission on August 7, 2012.
 
(99.7) Primary Servicing Agreement, dated as of August 1, 2012, between Wells Fargo Bank, National Association, as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer incorporated by reference from Exhibit 99.7 of the issuing entity's Current Report on Form 8-K/A filed with the Commission on August 29, 2014.