Item 1. Business.
Omitted.
Item 1A.
Item 1A. Risk Factors.
Omitted.
Item 1B.
Item 1B. Unresolved Staff Comments.
None.
Item 2.
Item 2. Properties.
Omitted.
Item 3.
Item 3. Legal Proceedings.
Omitted.
Item 4.
Item 4. Mine Safety Disclosures.
Not applicable.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Omitted.
Item 6.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A.
Item 9A. Controls and Procedures.
Omitted.
Item 9B.
Item 9B. Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11.
Item 11. Executive Compensation.
Omitted.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Omitted.
Item 14.
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
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