**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-172366-04**

**Central Index Key Number of the issuing entity:0001556601**

**Wells Fargo Commercial MortgageTrust 2012-LC5**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0000850779**

**Wells Fargo Commercial MortgageSecurities, Inc.**

**(exact name of the depositor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0000740906**

**Wells Fargo Bank, NationalAssociation**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001541468**

**Ladder Capital Finance LLC**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0000729153**

**NatWest Markets Plc**

**(exact name of the sponsor as specified in its charter)**

**(formerly known as TheRoyal Bank of Scotland plc)**

** **

**Central Index Key Number of the sponsor: 0001541615**

**RBS Financial Products Inc.**

**(exact name of the sponsor as specified in its charter)**

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-3886970**

**38-3886971**

**38-3886972**

**38-7064494**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(704) 374-6161**

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| None                |              |                                       |

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation 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 postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference 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 largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.  See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check if asmaller reporting company)                          Smaller reportingcompany                    o

                                                                                                                                                       Emerging growth company                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.  o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s most recentlycompleted second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933.  The listeddocuments should be clearly described for identification purposes (e.g., annualreport to security holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the 100 Church Street Mortgage Loan, whichconstituted approximately 6.3% of the asset pool of the issuing entity as ofits cut-off date.  The 100 Church Street Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the 100 ChurchStreet Mortgage Loan and one other pari passu loan, which is not an asset ofthe issuing entity.  The other pari passu portion of the loan combinationwas securitized in the WFRBS Commercial Mortgage Trust 2012-C8 transaction,Commission File Number 333-172366-03 (the “WFRBS 2012-C8 Transaction”). This loan combination, including the 100 Church Street Mortgage Loan, isbeing serviced and administered pursuant to the pooling and servicing agreementfor the WFRBS 2012-C8 Transaction, which is incorporated by reference asExhibit 4.2 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identified herein. If this report does not identify a separate primary servicer, the servicercompliance statement provided by the master servicer under any such agreementalso encompasses its responsibilities as primary servicer of the relatedmortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the 100 Church Street Mortgage Loan.  As a result, WellsFargo Bank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date.  The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Wells Fargo Bank, National Association inthe capacities described above are listed in the Exhibit Index.

Rialto Capital Advisors, LLC isthe special servicer of the mortgage loans serviced under the Pooling andServicing Agreement and the 100 Church Street Mortgage Loan.  As a result,Rialto Capital Advisors, LLC is a “servicer” as defined in Item 1108(a)(2)(iii)of Regulation AB, in the capacities described above, because it is servicingmortgage loans that constituted 10% or more of the assets of the issuing entityas of its cut-off date.  The assessments of compliance with applicableservicing criteria, accountants’ attestation reports and servicer compliancestatements delivered by Rialto Capital Advisors, LLC in the capacitiesdescribed above are listed in the Exhibit Index.

U.S. Bank National Associationacts as trustee of the mortgage loans serviced under the Pooling and ServicingAgreement.  Pursuant to the Pooling and Servicing Agreement, the trusteeis required to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform anyservicing function with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee.  One or more other servicers of the mortgage loans servicedunder the Pooling and Servicing Agreement have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Deutsche Bank Trust CompanyAmericas acts as trustee of the 100 Church Street Mortgage Loan.  Pursuantto the pooling and servicing agreement for the WFRBS 2012-C8 Transaction, thetrustee is required to provide an assessment of compliance with applicableservicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform anyservicing function with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Item 1122(d)(2)(iii) of Regulation AB, and each such partyincluded Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliancewith applicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee.  One or more other servicers of the 100 Church StreetMortgage Loan have delivered one or more assessments of compliance with respectto Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the 100 Church Street Mortgage Loan toremit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments.  These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessment of compliance with applicable servicing criteria, accountants’attestation report and servicer compliance statement of the certificateadministrator of the 100 Church Street Mortgage Loan is omitted from thisAnnual Report on Form 10-K as the certificate administrator pursuant to therelated pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because it is not a “servicer” that meets the criteria inItem 1108(a)(2)(i) through (iii) of Regulation AB.

**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 ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants 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 CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, 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 ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity.

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and thefollowing, with respect to Deutsche Bank Trust Company Americas, as Trustee,U.S. Bank National Association, as Trustee, and Wells Fargo Bank, NationalAssociation, as Certificate Administrator and Custodian.

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued byinvestors in civil litigation concerning their roles as trustees of certainresidential mortgage-backed securities (“RMBS”) trusts.

On June 18, 2014, a group of investors, including fundsmanaged by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed anaction against DBNTC and DBTCA in New York State Supreme Court alleging thatDBNTC and DBTCA failed to perform purported duties, as trustees for 544private-label RMBS trusts, to enforce breaches of representations andwarranties as to mortgage loans held by the trusts and to enforce breaches byservicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from NewYork State Supreme Court and refiled two separate cases, one in the U.S.District Court for the Southern District of New York (the “BlackRock SDNYCase”) and the other in the Superior Court of California, Orange County(the “BlackRock California Case”).  Pursuant to a settlement amongthe parties, the BlackRock SDNY Case was dismissed on December 6, 2018, and theBlackRock California Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to a casebrought by certain special purpose entities including Phoenix Light SF Limitedin the U.S. District Court for the Southern District of New York, in which theplaintiffs previously alleged incorrectly that DBNTC served as trustee for allforty-three of the trusts at issue.  On September 27, 2017, plaintiffsfiled a third amended complaint that names DBTCA as a defendant in addition toDBNTC.  DBTCA serves as trustee for one of the forty-three trusts atissue.  DBNTC serves as trustee for the other forty-two trusts atissue.  Plaintiffs’ third amended complaint brings claims for violation ofthe U.S. Trust Indenture Act of 1939 (“TIA”); breach of contract; breachof fiduciary duty; negligence and gross negligence; violation of New York’sStreit Act; and breach of the covenant of good faith.  However, in thethird amended complaint, plaintiffs acknowledge that, before DBTCA was added tothe case, the court dismissed plaintiffs’ TIA Act claims, negligence and grossnegligence claims, Streit Act claims, claims for breach of the covenant of goodfaith, and certain theories of plaintiffs’ breach of contract claims, andplaintiffs only include these claims to preserve any rights on appeal. Plaintiffs allege damages of “hundreds of millions of dollars.”  On November13, 2017, DBNTC and DBTCA filed an answer to the third amended complaint. On December 7, 2018, DBNTC and DBTCA filed a motion for summary judgment. Also on December 7, 2018, plaintiffs, jointly with Commerzbank AG (seedescription of Commerzbank case below), filed a motion for partial summaryjudgment.  On October 27, 2021, DBNTC and DBTCA filed a supplementalmotion for summary judgment relating to plaintiffs’ standing.  On February8, 2022, the court issued an order in which it granted DBNTC and DBTCA’ssupplemental motion for summary judgment, granted in part DBNTC and DBTCA’sinitial motion for summary judgment, and denied plaintiffs’ motion for partialsummary judgment.  As a result of that order, all of plaintiffs’ claimswere dismissed with prejudice.

On November 30, 2017, DBTCA was added as a defendant to acase brought by Commerzbank AG (“Commerzbank”) in the U.S. DistrictCourt for the Southern District of New York, in which Commerzbank previouslyalleged incorrectly that DBNTC served as trustee for all fifty of the trusts atissue.  On November 30, 2017, Commerzbank filed a second amended complaintthat names DBTCA as a defendant in addition to DBNTC.  DBTCA serves astrustee for one of the fifty trusts at issue.  DBNTC serves as trustee forthe other forty-nine trusts at issue.  Commerzbank’s second amendedcomplaint brings claims for violation of the TIA; breach of contract; breach offiduciary duty; negligence; violation of the Streit Act; and breach of thecovenant of good faith.  However, in the second amended complaint,Commerzbank acknowledges that, before DBTCA was added to the case, the courtdismissed Commerzbank’s TIA claims for the trusts governed by pooling andservicing agreements, as well as its Streit Act claims and claims for breach ofthe covenant of good faith, and Commerzbank only includes these claims topreserve any rights on appeal.  The second amended complaint alleges thatDBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollarsin losses,” but the complaint does not include a demand for money damages in asum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer to thesecond amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, Commerzbank,jointly with the Phoenix Light plaintiffs, filed a motion for partial summaryjudgment.  On February 8, 2022, the court issued an order in which itgranted in part DBNTC and DBTCA’s motion for summary judgment and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, many of plaintiffs’ claims and theories were dismissed withprejudice.  Discovery is ongoing.

On December 30, 2015, IKB International, S.A. in Liquidationand IKB Deutsche Industriebank A.G. (collectively, “IKB”), as aninvestor in thirty-seven RMBS trusts, filed a summons with notice in theSupreme Court of the State of New York, New York County, against DBNTC andDBTCA as trustees of the trusts.  On May 27, 2016, IKB served itscomplaint asserting claims for breach of contract, breach of fiduciary duty,breach of duty to avoid conflicts of interest, violation of the Streit Act,violation of the TIA, violation of Regulation AB, and violation of Section 9 ofthe Uniform Commercial Code.  IKB alleges that DBNTC and DBTCA are liablefor over U.S. $268 million in damages.  On October 5, 2016, DBNTC andDBTCA, together with several other trustees defending lawsuits by IKB, filed ajoint motion to dismiss.  On January 6, 2017 and June 20, 2017, IKBvoluntarily dismissed with prejudice all claims as to seven trusts.  OnJanuary 27, 2021, the court granted in part and denied in part DBNTC andDBTCA’s motion to dismiss.  The court granted the motion to dismiss withrespect to IKB’s claims for violations of the Streit Act, Regulation AB, andSection 9 of the Uniform Commercial Code, as well as certain aspects of IKB’sclaims for breach of contract, breach of fiduciary duty, and violation of theTIA.  The court denied the remainder of the motion to dismiss.  IKB’sremaining claims for breach of contract, breach of fiduciary duty, breach ofduty to avoid conflicts of interest, and violation of the TIA willproceed.  On May 10, 2021, DBNTC and DBTCA filed a notice of appeal withthe New York Supreme Court Appellate Division, First Department, regardingcertain aspects of the court’s order on the motion to dismiss.  Thatappeal has been fully briefed.  On May 20, 2021, IKB filed a notice ofcross appeal with respect to other aspects of that order.  That appeal isbeing briefed.  On June 2, 2021, IKB filed a motion for re-argumentregarding certain aspects of the court’s order on the motion to dismiss, whichthe court denied on August 3, 2021.  On May 13, 2021, DBNTC and DBTCAfiled an answer to the complaint.  On October 28, 2021, the parties fileda stipulation, voluntarily dismissing with prejudice all claims as to sevenadditional trusts.  On December 29, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to one additional trust. Discovery is ongoing.

It is DBTCA’s belief that it has no pending legal proceedings(including, based on DBTCA’s present evaluation, the litigation disclosed inthe foregoing paragraphs) that would materially affect its ability to performits duties under the related servicing agreement for this transaction.

U.S. Bank National Association (“U.S.Bank”) and other large financial institutions have been sued in theircapacity as trustee or successor trustee for certain residentialmortgage-backed securities (“RMBS”) trusts.  The complaints,primarily filed by investors or investor groups against U.S. Bank and similarinstitutions, allege the trustees caused losses to investors as a result ofalleged failures by the sponsors, mortgage loan sellers and servicers to complywith the governing agreements for these RMBS trusts.  Plaintiffs generallyassert causes of action based upon the trustees’ purported failures to enforcerepurchase obligations of mortgage loan sellers for alleged breaches ofrepresentations and warranties, notify securityholders of purported events ofdefault allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trusteeor the RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed bystudent loans (the “Student Loans”) filed a lawsuit in the DelawareCourt of Chancery against U.S. Bank National Association (“U.S. Bank”)in its capacities as indenture trustee and successor special servicer, andthree other institutions in their respective transaction capacities, withrespect to the DSTs and the Student Loans.  This lawsuit is captioned NationalCollegiate Student Loan Master Trust I v. U.S. Bank National Ass’n, C.A.No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint,as amended on June 15, 2018, alleged that the DSTs have been harmed as a resultof purported misconduct or omissions by the defendants concerningadministration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery CourtRules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case whileother prior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrial purposesthe NCMSLT Action and three other lawsuits pending in the Delaware Court ofChancery concerning the DSTs and the Student Loans, which remainspending.  

U.S. Bank denies liability in the NCMSLT Action and believesit has performed its obligations as indenture trustee and special servicer ingood faith and in compliance in all material respects with the terms of theagreements governing the DSTs and that it has meritorious defenses.  Ithas contested and intends to continue contesting the plaintiffs’ claims vigorously.

In December 2014, Phoenix Light SF Limited and certainrelated entities and the National Credit Union Administration (“NCUA”)filed complaints in the United States District Court for the Southern Districtof New York against Wells Fargo Bank, alleging claims against Wells Fargo Bankin its capacity as trustee for a number of residential mortgage-backedsecurities trusts.  Complaints raising similar allegations have been filedby Commerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court.  In each case, theplaintiffs allege that Wells Fargo Bank, as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default.  WellsFargo Bank previously settled two class action lawsuits with similarallegations that were filed in November 2014 and December 2016 by institutionalinvestors in the Southern District of New York and New York state court,respectively.  In addition, Park Royal I LLC and Park Royal II LLC havefiled complaints in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.  In March 2021, the Company entered into an agreementto resolve the case filed by the NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and Natixis have been suedfor alleged breaches of representations and warranties made in connection withresidential mortgage-backed securities sponsored by them.  In thethird-party actions, Nomura and Natixis allege that Wells Fargo Bank, as masterservicer, primary servicer or securities administrator, failed to notify Nomuraand Natixis of their own breaches, failed to properly oversee the primaryservicers, and failed to adhere to accepted servicing practices.  Natixisadditionally alleges that Wells Fargo Bank failed to perform default oversightduties.  Wells Fargo Bank has asserted counterclaims alleging that Nomuraand Natixis failed to provide Wells Fargo Bank notice of their representationand warranty breaches.

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs’ claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on September 27, 2012 pursuant to Rule 424(b)(5).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K.  Attached asSchedule III to the Pooling and Servicing Agreement incorporated by referenceas Exhibit 4.1 to this Annual Report on Form 10-K is a chart identifying theentities participating in a servicing function for the transaction responsiblefor each applicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the 100 Church Street Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the WFRBS 2012-C8 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K.  Attached as Schedule III to the poolingand servicing agreement for the WFRBS 2012-C8 Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the WFRBS2012-C8 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Poolingand Servicing Agreement, dated as of September 1, 2012, by and among WellsFargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank,National Association, as Master Servicer, Rialto Capital Advisors, LLC, asSpecial Servicer, TriMont Real Estate Advisors, Inc., as Trust Advisor, WellsFargo Bank, National Association, as Certificate Administrator, as TaxAdministrator and as Custodian and U.S. Bank National Association, as Trustee(filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed onOctober 19, 2012 under Commission File No. 333-172366-04 and incorporated byreference herein).

4.2          Poolingand Servicing Agreement, dated as of August 1, 2012, by and among Wells FargoCommercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, NationalAssociation, as Master Servicer, Rialto Capital Advisors, LLC, as SpecialServicer, Pentalpha Surveillance LLC, as Trust Advisor, Wells Fargo Bank,National Association, as Certificate Administrator, as Tax Administrator and asCustodian, and Deutsche Bank Trust Company Americas, as Trustee (filed asExhibit 4.1 to the registrant’s Current Report on Form 8-K filed on August 7,2012 under Commission File No. 333-172366-03 and incorporated by referenceherein).

31           Rule 13a-14(d)/15d-14(d) Certifications.

33           Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        Rialto Capital Advisors, LLC, as Special Servicer

33.3        U.S. Bank National Association, as Trustee (Omitted.  See ExplanatoryNotes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 100 Church Street Mortgage Loan (see Exhibit 33.1)

33.11      Rialto Capital Advisors, LLC, as Special Servicerof the 100 Church Street Mortgage Loan (see Exhibit 33.2)

33.12      Deutsche Bank Trust Company Americas, as Trustee of the 100 Church StreetMortgage Loan (Omitted.  See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the 100 Church Street Mortgage Loan (see Exhibit 33.5)

33.14      Pentalpha Surveillance LLC, as Trust Advisor ofthe 100 Church Street Mortgage Loan

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 100 Church Street Mortgage Loan (see Exhibit 33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

34           Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Rialto Capital Advisors, LLC, as Special Servicer

34.3        U.S. Bank National Association, as Trustee (Omitted.  See ExplanatoryNotes.)

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the 100 Church Street Mortgage Loan (see Exhibit 34.1)

34.11      Rialto Capital Advisors, LLC, as Special Servicerof the 100 Church Street Mortgage Loan (see Exhibit 34.2)

34.12      Deutsche Bank Trust Company Americas, as Trustee of the 100 Church StreetMortgage Loan (Omitted.  See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the 100 Church Street Mortgage Loan (see Exhibit 34.5)

34.14      Pentalpha Surveillance LLC, as Trust Advisor ofthe 100 Church Street Mortgage Loan

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the 100 Church Street Mortgage Loan (see Exhibit 34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Rialto Capital Advisors, LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the 100 Church Street Mortgage Loan (see Exhibit 35.1)

35.6        Rialto Capital Advisors, LLC, as Special Servicerof the 100 Church Street Mortgage Loan (see Exhibit 35.2)

99.1        MortgageLoan Purchase Agreement, dated as of September 19, 2012, between Wells FargoCommercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association(filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filedon October 19, 2012 under Commission File No. 333-172366-04 and incorporated byreference herein)

99.2        MortgageLoan Purchase Agreement, dated as of September 19, 2012, among Wells FargoCommercial Mortgage Securities, Inc., Ladder Capital Finance LLC and LadderCapital Finance Holdings LLLP (filed as Exhibit 99.3 to the registrant’sCurrent Report on Form 8-K/A filed on October 19, 2012 under Commission FileNo. 333-172366-04 and incorporated by reference herein)

99.3        MortgageLoan Purchase Agreement, dated as of September 19, 2012, between Wells FargoCommercial Mortgage Securities, Inc. and The Royal Bank of Scotland plc (filedas Exhibit 99.2 to the registrant’s Current Report on Form 8-K/A filed onOctober 19, 2012 under Commission File No. 333-172366-04 and incorporated byreference herein)

99.4        MortgageLoan Purchase Agreement, dated as of September 19, 2012, between Wells FargoCommercial Mortgage Securities, Inc. and RBS Financial Products Inc. (filed asExhibit 99.4 to the registrant’s Current Report on Form 8-K/A filed on October19, 2012 under Commission File No. 333-172366-04 and incorporated by referenceherein)

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Wells Fargo Commercial MortgageSecurities, Inc.(Depositor)

/s/ AnthonySfarra

AnthonySfarra, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2022