**********Management's Assertion on Compliance with Applicable****Regulation AB Servicing Criteria**1.Rialto Capital Advisors, LLC ("Rialto"), the special servicer for the transactions listed below, is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, for the period from May 1, 2012*, up to and including December 31, 2012 (the "Reporting Period"), as set forth in Appendix A hereto.  The transactions covered by this report include following commercial mortgage-asset backed securities transactions for which Rialto acted as  special servicer on or after  May 1, 2012 (the "Platform"), and were registered after January 1, 2006 with the Securities and Exchange Commission pursuant to the Securities Act of 1933: FDIC 2012-C1 WFRBS 2012-C8 WFCM 2012-LC5 UBS 2012-C3 UBS 2012-C4 GSMS 2012-GCJ9 JPMCC 2012-LC9 2. Rialto  has  engaged  certain  vendors  (the  "Vendors")  to  perform  specific,  limited,  or scripted activities, and Rialto elects to take responsibility for assessing compliance with the  servicing  criteria,  or  portion  of  the  servicing  criteria,  applicable  to  such  Vendors' activities as set  forth  in Appendix A hereto. Rialto has  determined that its  Vendors are not  "servicers"  as  defined  in  Item  1101  (j)  of  Regulation  AB  and  asserts  that  it  has policies  and  procedures  in  place  to  provide  reasonable  assurance  that  the  Vendors' activities  comply,  in  all material  respects,  with  the  servicing  criteria  applicable  to  each vendor; 3. Except as set forth in paragraph 4 below, Rialto used the criteria set forth in paragraph (d) of  Item  1122  of  Regulation  AB  to  assess  the  compliance  with  the  applicable  servicing criteria; 4. The criteria listed in the column titled "Inapplicable Servicing Criteria" on Appendix A hereto are inapplicable to Rialto based on the activities it performs, directly or through its Vendors, with respect to the Platform; 5. Rialto has complied, in all material respects, with the applicable servicing criteria as of December 31, 2012, and for the Reporting Period****with respect to the Platform taken as a whole; 6. Rialto has not identified and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December 31, 2012, and for the Reporting Period with respect to the Platform taken as a whole; 7. Rialto has not identified any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of December 31, 2012, and for the Reporting Period with respect to the Platform taken as a whole;****and 8. NDB Accountants & Consultants LLP, a registered public accounting firm, has issued an attestation  report  on  Rialto's  assessment  of  compliance  with  the  applicable  servicing criteria for the Reporting Period. Date: February 28, 2013 Name: Thekla Salzman Title: Chief Administrative Officer Signature:       /s/ Thekla Salzman *Rialto Capital Advisors, LLC was not a named special servicer on any transactions subject to paragraph (d) of Item 1122 of Regulation AB  prior to May 1, 2012 as a result this Assertion only covers the period commencing May 1, 2012 through and including December 31, 2012.************************APPENDIX A **SERVICING CRITERIA************Reference****Criteria****Performed****by Special****Servicer****Inapplicable****Servicing****Criteria****General Servicing Considerations**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. **X******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. ******X**********1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the [pool assets] are maintained. ******X**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. ******X************Cash Collection and Administration**********1122(d)(2)(i) Payments on [pool assets] are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. ******X1******1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. **X******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 agreements. ******X******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. ******X******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 Rule 13k-1(b)(1) of the Securities Exchange Act. ******X******1122(d)(2)(vi) Unissued checks are safeguarded so as to prevent unauthorized access. ******X********SERVICING CRITERIA************Reference****Criteria****Performed****by Special****Servicer****Inapplicable****Servicing****Criteria**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 are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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. ******X********Investor Remittances and Reporting**********1122(d)(3)(i) 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 (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors' or the trustee's records as to the total unpaid principal balance and number of [pool assets] serviced by the Servicer. **X2******1122(d)(3)(ii) Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. ******X**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. ******X**1122(d)(3)(iv) Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. ******X****SERVICING CRITERIA************Reference****Criteria****Performed****by Special****Servicer****Inapplicable****Servicing****Criteria****Pool Asset Administration**********1122(d)(4)(i) Collateral or security on [pool assets] is maintained as required by the transaction agreements or related mortgage loan documents. ******X******1122(d)(4)(ii) [pool asset] and related documents are safeguarded as required by the transaction agreements ******X******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. ******X******1122(d)(4)(iv) Payments on [pool assets], including any payoffs, made in accordance with the related [pool asset] documents are posted to the 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. ******X3**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. ******X**1122(d)(4)(vi) Changes with respect to the terms or status of an obligor's [pool assets] (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. **X******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 timeframes or other requirements established by the transaction agreements. ******X**********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). ******X**********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. ******X****SERVICING CRITERIA************Reference****Criteria****Performed****by Special****Servicer****Inapplicable****Servicing****Criteria**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 are returned to the obligor within 30 calendar days of full repayment of the related [pool assets], or such other number of days specified in the transaction agreements. ******X**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. ******X**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. ******X**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. ******X**1122(d)(4)(xiv) Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. ******X**********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. ******X**1)Rialto performs the activities pertaining to these criteria, except for specific, limited activities performed by its third party  property  managers  relating  to  REO  Property,  if  any.    Rialto  has  elected  to  take  responsibility  for  assessing compliance with these servicing criteria with respect to the activities of its third party property managers.   2)Only items (A) and (B) of the Servicing Criteria are applicable to Rialto Capital Advisors, LLC as special servicer.  Items (C) and (D) are inapplicable as the responsibility for filing reports with the Commission and agreeing totals to the Servicer records rests with the Trustee and/or Certificate Administrator, as applicable.  3)Primary  responsibility  for  processing  borrower  payments  rests  with  the  Master  Servicer,  however,  Rialto  Capital Advisors, LLC may from time to time receive payments on an exception basis which are forwarded to the Master Servicer in accordance with such criterion.