UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 FORM
10-K
 (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, 2012
 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 of Issuing Entity: 333-177354-02
 
 UBS-Barclays
Commercial Mortgage Trust 2012-C2
 (Exact
name of Issuing Entity as specified in its charter)
 
 UBS
Commercial Mortgage Securitization Corp.
 (Exact
name of Depositor as specified in its charter)
 
 UBS Real Estate Securities Inc.
 Barclays Bank PLC
 Archetype Mortgage Funding II LLC
 KeyBank National Association
 (Exact
name of Sponsor as specified in its charter)
 
 New
York
 
 46-0613665,
46-0621519
 (State
or Other Jurisdiction of Incorporation of issuing entity)
 (I.R.S.
Employer Identification No.)
 
 
 
 c/o
U.S. Bank National Association as Certificate
 Administrator,
190 South LaSalle St., 7th Floor Chicago, IL
 
 
 
 60603
 (Address
of Principal Executive Offices of issuing entity)
 
 (Zip
Code)
 
 (800)
934-6802
 (Telephone
number, including area code, of issuing entity)
 
 
 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 (X) No
 
 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 (X) No


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.
 (X)
Yes ( ) 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 
(sec 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 (sec 229.405 of this 
chapter) is not contained herein, and will not be contained, to the
best of the 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 the 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)
 Smaller
reporting company ( )
 (Do
not check if a smaller reporting company)
 
 Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
 ( )
Yes (X) No
 
 State
the aggregate market value of the voting and non-voting common equity
held by nonaffiliates computed by 
reference to the price at which the common equity was last sold, or the
average bid and asked prices 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 (e.g., Part I, 
Part II, etc.) into which the document is incorporated: (1) Any annual
report to security holder; (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 the fiscal year ended December 24, 1980).
 See
Item 15
 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.
 Omitted
 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
Accountant Fees and Services
 Omitted
 PURSUANT
TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS 
BEING PROVIDED IN THIS REPORT ON FORM 10-K:
 Item
1112(b) of Regulation AB. Significant Obligors of Pool Assets
Financial Information.
 The
110 William Street Mortgage Loan (Loan 6011100001 on Annex A-1 of the
Prospectus Supplement of the 
Registrant relating to the issuing entity filed on July 17, 2012
pursuant to Rule 424 (b)(5)) is a Significant Obligor 
within the meaning of Item 1101(k)(2) of Regulation AB.
 Based
on the borrower's preceding fiscal year's financial for the year ended
December 31, 2012, in accordance with 
Item 1112 (b) of Regulation AB, such Significant Obligor had a Net
Operating Income of $13,243,806.00.
 Item
1114(b)(2) of Regulation AB. Credit Enhancement and Other Support,
Except for Certain Derivatives 
Instruments 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 
UBS Real Estate Securities Inc ("UBSRES"), the Sponsor and a mortgage
loan seller: 
In February 2012, Assured Guaranty filed suit against UBSRES in New
York State Court 
asserting claims for breach of contract and declaratory relief based on
UBSRES' alleged failure to 
repurchase allegedly defective mortgage loans with an original
principal balance of at least $997 
million that serve as collateral for residential mortgage-backed
securities sponsored by the 
company and insured in part by Assured Guaranty. Assured Guaranty also
claims that UBSRES 
breached representations and warranties concerning the mortgage loans
and breached certain 
obligations under commitment letters. Assured Guaranty seeks
unspecified damages that 
include payments on current and future claims made under Assured
Guaranty insurance policies 
totaling approximately $308 million at the time of the filing of the
complaint, as well as 
compensatory and consequential losses, fees, expenses and pre-judgment
interest. The case 
was removed to federal court, and in August 2012, the Court granted
UBSRES' motion to dismiss 
Assured Guaranty's claims for breach of UBSRES' contractual repurchase
obligations, holding 
that only the trustee for the securitization trust has the contractual
right to enforce those 
obligations. The Court also granted UBSRES' motion to dismiss Assured
Guaranty's claims for 
declaratory relief. The Court denied UBSRES' motion to dismiss Assured
Guaranty's claims for 
breach of representation and warranty and breach of the commitment
letters. The case is now in 
discovery. In October 2012, following the Court's holding that only the
trustee may assert claims 
seeking to enforce UBSRES' repurchase obligations, the residential
mortgage-backed securities 
trusts at issue in the Assured Guaranty litigation filed a related
action in the Southern District of 
New York seeking to enforce UBSRES' obligation to repurchase loans with
an original principal 
balance of approximately $2 billion for which Assured Guaranty had
previously demanded 
repurchase. UBS's motion to dismiss the suit filed by the trusts is
pending. With respect to the portion of the loans 
subject
to this suit that were originated by 
institutions still in existence, UBS will seek to enforce its indemnity
rights against those 
institutions. 
In April 2012, the Federal Housing Finance Agency, as conservator for
Freddie Mac, 
filed a notice and summons in New York Supreme Court initiating suit
against UBSRES for 
breach of contract and declaratory relief arising from alleged breaches
of representations and 
warranties in connection with certain mortgage loans and UBSRES'
alleged failure to repurchase 
such mortgage loans. The complaint for this suit was filed in September
2012 and seeks, among 
other relief, specific performance of UBSRES' alleged loan repurchase
obligations for at least $94 
million in original principal balance of loans for which Freddie Mac
had previously demanded 
repurchase; no damages are specified.
 
 
 UBSRES,
or its predecessor, Paine Webber Real Estate Securities, Inc., have
been named as defendants, along with 
numerous other entities, in five purported class action lawsuits
pending in Missouri. Plaintiffs in each case are 
individuals who entered into second mortgages with various second
mortgage originators. Plaintiffs seek to 
represent state-wide classes in Missouri and assert violations of
Missouri's Second Mortgage Loan Act. The relief 
sought by Plaintiffs includes a refund of fees charged and interest
paid in connection with their loans, relief from 
making future payments of interest and principal, punitive damages and
attorneys' fees. The five cases pending 
against UBS in Missouri are: Baker v. Century Financial Group, Inc.,
CV100-4294 CC (Clay County, Liberty); 
Beaver v. U.S. Bank Trust National Association, 03-CV-213643 (Jackson
County, Independence); Gilmor v. 
Preferred Credit Corporation, CV100-4263 CC (Clay County, Liberty);
Thomas v. U.S. Bank, N.A., N.D., 5:11-cv-


06013
(W.D. MO., Western Division); and Mayo v. GMAC Mortgage, LLC, et al.,
4:08-CV-568 (W.D. MO., 
Western Division). 
UBSRES does not hold, and never held, any of the second mortgage loans
at issue in the Baker or Gilmor cases. 
Regarding the Beaver case, the Court has certified the case as a class
action. With respect to the Thomas case, the 
case was remanded to Missouri state court in August 2009 after having
been removed to federal district court in 
2004. Plaintiffs filed an amended complaint in January 2011, adding a
new defendant, and the case was thereafter 
removed to federal court. In September 2012, the Court granted
plaintiffs leave to amend the complaint. On 
January 11, 2013, UBS re-filed its motion to dismiss for lack of
standing and on March 12, 2013, plaintiffs filed 
their response. UBS will be filing a reply in support of its motion to
dismiss on April 12, 2013. The Mayo case was 
settled on March 20, 2013.
UBSRES, along with certain affiliates, is named as a defendant in ten
lawsuits brought by 
purchasers of residential mortgage-backed securities (RMBS) asserting
claims under federal securities 
law or under state securities and/or state common law based on alleged
misrepresentations or 
omissions in offering documents for approximately $10.4 billion in
original face amount of 
residential mortgage-backed securities underwritten and issued by
affiliates. These lawsuits 
include a putative class action filed in federal court in New Jersey
asserting violations of the 
federal securities laws against various UBS entities, including UBSRES,
in connection with 
$2.6 billion in original face amount of UBS-sponsored RMBS. The suit
was dismissed with 
prejudice on statute of limitations grounds in July 2012. The named
plaintiff has appealed the dismissal and the 
appeal remains pending. 
UBSRES also has tolling agreements with certain institutional
purchasers of RMBS concerning their potential 
claims related to purchases of RMBS sponsored by UBSRES.
 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 July 16, 2012 pursuant to Rule
424(b)(5).
 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. Attached as Schedule II to 
the Pooling and Servicing Agreement incorporated by reference as
Exhibit 4 to this report is a chart identifying the 
entities participating in a servicing function for the transaction
responsible for each applicable servicing criteria set 
forth in Item 1122(d).
 Item
1123 of Regulation AB. Servicing Compliance Statement.
 The
servicer compliance statements are attached hereto under Item 15.
 PART
IV
 
 Item
15.
 
 Exhibits
and Financial Statement Schedules.
 (a)
 
 Exhibits
 (1)
Not applicable
 (2)
Not applicable
 (3)


Exhibit
Number
 
 Description
 4.
Pooling and Servicing Agreement, dated as of July 1, 2012, among UBS
Commercial Mortgage
 Securitization
Corp., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, CWCapital Asset 
Management LLC, as Special Servicer, Pentalpha Surveillance LLC, as
Operating Advisor, and U.S. Bank National 
Association, as Trustee, Certificate Administrator, Paying Agent and
Custodian (filed as Exhibit 4 to the registrant's 
Current Report on Form 8-K dated July 16, 2012 and filed by the
registrant on July 17, 2012, which is incorporated 
by reference herein)
 10.1
Mortgage Loan Purchase Agreement, dated July 17, 2012, among UBS Real
Estate Securities
 Inc.,
UBS Commercial Mortgage Securitization Corp. and Barclays Bank PLC,
pursuant to which UBS Real Estate 
Securities Inc. sold certain mortgage loans to UBS Commercial Mortgage
Securitization Corp. (Filed as Exhibit 
99.1 to the Registrant's Current Report on Form 8-K dated July 17, 2012
and filed by the registrant on July 17, 
2012, which is incorporated by reference herein)
 10.2
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, between Barclays Bank
 PLC
and UBS Commercial Mortgage Securitization Corp., pursuant to which
Barclays Bank PLC sold 
certain mortgage loans to UBS Commercial Mortgage Securitization
Corp.  (Filed as Exhibit 99.2 to the
 
 Registrant's
Current Report on Form 8-K dated July 17, 2012 and filed by the
registrant on July 17, 2012, which is 
incorporated by reference herein)
 10.3
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, between Archetype
 Mortgage
Funding II LLC and UBS Commercial Mortgage Securitization Corp.,
pursuant to which 
Archetype Mortgage Funding II LLC sold certain mortgage loans to UBS
Commercial Mortgage 
Securitization Corp.  (Filed as Exhibit 99.3 to the Registrant's Current Report on Form 8-K
dated July 17, 2012
 
 and
filed by the registrant on July 17, 2012, which is incorporated by
reference herein)
 10.4
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, between KeyBank
 National
Association and UBS Commercial Mortgage Securitization Corp., pursuant
to which KeyBank 
National Association sold certain mortgage loans to UBS Commercial
Mortgage Securitization Corp.
 (Filed
as Exhibit 99.4 to the Registrant's Current Report on Form 8-K dated
July 17, 2012 and filed by the registrant 
on July 17, 2012, which 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.
 33.1)
Wells Fargo Bank, National Association, as Master Servicer
 
 33.2)
CWCapital Asset Management LLC, as Special Servicer
 
 33.3)
Pentalpha Surveillance LLC, as Operating Advisor
 33.4)
U.S. Bank National Association, as Certificate Administrator,
Custodian, and 
Trustee
 33.5)
CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
 33.6)
National Tax Search, LLC, as Servicing Function Participant
 33.7)
Newmark Realty Capital, Inc., as Servicing Function Participant
 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)
CWCapital Asset Management LLC, as Special Servicer
 
 34.3)
Pentalpha Surveillance LLC, as Operating Advisor
 34.4)
U.S. Bank National Association, as Certificate Administrator,
Custodian, and 
Trustee
 34.5)
CoreLogic Commercial Real Estate Services, Inc., as Servicing Function
Participant
 34.6)
National Tax Search, LLC, as Servicing Function Participant
 34.7)
Newmark Realty Capital, Inc., as Servicing Function Participant
 35.
Servicer Compliance Statement
 35.1)
Wells Fargo Bank, National Association, as Master Servicer
 
 35.2)
CWCapital Asset Management LLC, as Special Servicer
 
 35.3)
U.S. Bank National Association, as Certificate Administrator and
Custodian
 (b)
 The
exhibits required to be filed by 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)
 By:/s/ David Nass
 
 Name:
David Nass 
Title: President 
(Senior Officer in Charge of Securitization of the 
Depositor)
 By:
/s/John Herman
 
 Name:
John Herman 
Title: Managing Director
 Dated:
March 29, 2013


EXHIBIT
INDEX
 Exhibit
 
 
 Description
 
 
 
 
 4
 
 Pooling
and Servicing Agreement, dated as of July 1, 2012, among UBS Commercial

Mortgage Securitization Corp., as Depositor, Wells Fargo Bank, National

Association, as Master Servicer, CWCapital Asset Management LLC, as
Special 
Servicer, Pentalpha Surveillance LLC, as Operating Advisor, and U.S.
Bank National 
Association, as Trustee, Certificate Administrator, Paying Agent and
Custodian (filed 
as Exhibit 4 to the registrant's Current Report on Form 8-K dated July
16, 2012 and 
filed by the registrant on July 17, 2012, which is incorporated by
reference herein)
 10.1
 
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, among UBS Real Estate 
Securities Inc., UBS Commercial Mortgage Securitization Corp. and
Barclays Bank 
PLC, pursuant to which UBS Real Estate Securities Inc. sold certain
mortgage loans 
to UBS Commercial Mortgage Securitization Corp. (Filed as Exhibit 99.1
to the 
Registrant's Current Report on Form 8-K dated July 17, 2012 and filed
by the 
registrant on July 17, 2012, which is incorporated by reference herein)
 10.2
 
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, between Barclays 
Bank PLC and UBS Commercial Mortgage Securitization Corp., pursuant to 
which Barclays Bank PLC sold certain mortgage loans to UBS Commercial 
Mortgage Securitization Corp.  (Filed as Exhibit 99.2 to the Registrant's Current
 
 Report
on Form 8-K dated July 17, 2012 and filed by the registrant on July 17,
2012, 
which is incorporated by reference herein)
 10.3
 
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, between Archetype 
Mortgage Funding II LLC and UBS Commercial Mortgage Securitization
Corp., 
pursuant to which Archetype Mortgage Funding II LLC sold certain
mortgage loans 
to UBS Commercial Mortgage Securitization Corp. (Filed as Exhibit 99.3
to the 
Registrant's Current Report on Form 8-K dated July 17, 2012 and filed
by the 
registrant on July 17, 2012, which is incorporated by reference herein)
 10.4
 
 Mortgage
Loan Purchase Agreement, dated July 17, 2012, between KeyBank 
National Association and UBS Commercial Mortgage Securitization Corp., 
pursuant to which KeyBank National Association sold certain mortgage
loans 
to UBS Commercial Mortgage Securitization Corp.  (Filed
as Exhibit 99.4 to the
 
 Registrant's
Current Report on Form 8-K dated July 17, 2012 and filed by the 
registrant on July 17, 2012, which is incorporated by reference herein)
 31
 
 Rule
13a-14(d)/15d-14(d) Certification


Exhibit
 
 
 Description
 
 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)
CWCapital Asset Management LLC, as Special Servicer
 33.3)
Pentalpha Surveillance LLC, as Operating Advisor
 33.4)
U.S. Bank National Association, as Certificate Administrator,
Custodian, and 
Trustee
 33.5)
CoreLogic Commerical Real Estate Services, Inc., as Servicing Function 
Participant
 33.6)
National Tax Search LLC, as Servicing Function Participant
 33.7)
Newmark Realty Capital, Inc., as Servicing Function Participant
 
 
 
 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)
CWCapital Asset Management LLC, as Special Servicer
 34.3)
Pentalpha Surveillance LLC, as Operating Advisor
 34.4)
U.S. Bank National Association, as Certificate Administrator,
Custodian, and 
Trustee
 34.5)
CoreLogic Commercial Real Estate Services, Inc., as Servicing Function 
Participant
 34.6)
National Tax Search LLC, as Servicing Function Participant
 34.7)
Newmark Realty Capital, Inc., as Servicing Function Participant
 
 35
 
 Servicer
Compliance Statement
 35.1)
Wells Fargo Bank, National Association, as Master Servicer
 35.2)
CWCapital Asset Management LLC, as Special Servicer
 35.3)
U.S. Bank National Association, as Certificate Administrator and
Custodian


Exhibit
31
 UBS
Commercial Mortgage Securitization Corp.,
 UBS-Barclays
Commercial Mortgage Trust 2012-C2 (the "Trust"),
 Commercial
Mortgage Pass-Through Certificates, Series 2012-C2, issued pursuant to
the Pooling
 and
Servicing Agreement, dated as of July 1, 2012 (the "Pooling and
Servicing Agreement"),
 entered
into by UBS Commercial Mortgage Securitization Corp., as depositor (the
"Depositor"),
 Wells
Fargo Bank, National Association, as master servicer, CWCapital Asset
Management
 LLC,
as special servicer, Pentalpha Surveillance LLC, as operating advisor,
and U.S. Bank
 National
Association, as trustee, certificate administrator, paying agent and
custodian
 
 I,
David Nass, of UBS Commercial Mortgage Securitization Corp., the
depositor into the above-referenced
 Trust,
certify that: 
1.
 I
have reviewed this report on Form 10-K, and all reports on Form 10-D
required to be filed in respect of 
the period covered by this report on Form 10-K of the Trust (the
"Exchange Act Periodic Reports");
 2.
 Based
on my knowledge, the Exchange Act Periodic Reports, taken as a whole,
do not contain any untrue 
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light 
of the circumstances under which such statements were made, not
misleading with respect to the period 
covered by this report;
 3.
 Based
on my knowledge, all of the distribution, servicing and other
information required to be provided 
under Form 10-D for the period covered by this report is included in
the Exchange Act Periodic Reports;
 4.
 Based
on my knowledge and the servicer compliance statement(s) required in
this report under Item 1123 
of Regulation AB, and except as disclosed in the Exchange Act Periodic
Reports, the servicers have 
fulfilled their obligations under the servicing agreements in all
material respects; and
 5.
 All
of the reports on assessment of compliance with servicing criteria for
asset-backed securities and their 
related attestation reports on assessment of compliance with servicing
criteria for asset-backed securities 
required to be included in this report in accordance with Item 1122 of
Regulation AB and Exchange Act 
Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in 
this report. Any material instances of noncompliance described in such
reports have been disclosed in this 
report on Form 10-K.
 In giving the certifications above, I have reasonably relied on
information provided to me by the 
following unaffiliated parties: Wells Fargo Bank, National Association,
as Master Servicer, CWCapital Asset 
Management LLC, as Special Servicer, Pentalpha Surveillance LLC, as
Operating Advisor, U.S. Bank National 
Association, as Certificate Administrator, U.S. Bank National
Association, as Custodian, and U.S. Bank National 
Association, as Trustee, CoreLogic Commercial Real Estate Services,
Inc., as Servicing Function Participant, 
National Tax Search, LLC, as Servicing Function Participant, and
Newmark Realty Capital, Inc., as Servicing 
Function Participant.
 [SIGNATURE
PAGE FOLLOWS]


Date:
March 29, 2013
 
 __/s/
David Nass__________________
David Nass 
President