EX-33.5
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;


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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.


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APPENDIX A

<TABLE>
<CAPTION>

                             SERVICING CRITERIA
                                                                                                Performed              Inapplicable
                                                                                                by Special             Servicing
Reference          Criteria                                                                     Servicer               Criteria

                <c>                                                                          <c>                    <c>
                   General Servicing Considerations

1122(d)(1)(i)      Policies and procedures are instituted to monitor any                        X
                   performance or other triggers and events of default in
                   accordance with the transaction agreements.
      .

1122(d)(1)(ii)     If any material servicing activities are outsourced to third                 X
                   parties, policies and procedures are instituted to monitor
                   the third party's performance and compliance with such servicing
                   activities.


1122(d)(1)(iii)    Any requirements in the transaction agreements to maintain                                          X
                   a back-up servicer for the [pool assets] are maintained.

1122(d)(1)(iv)     A fidelity bond and errors and omissions policy is in effect on              X
                   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 the transaction
                   agreements.

                   Cash Collection and Administration

1122(d)(2)(i)      Payments on [pool assets] are deposited into the appropriate                 X1
                   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.

1122(d)(2)(ii)     Disbursements made via wire transfer on behalf of an obligor or              X
                   to an investor are made only by authorized personnel.


1122(d)(2)(iii)    Advances of funds or guarantees regarding collections, cash                  X
                   flows or distributions, and any interest or other fees charged for
                   such advances, are made, reviewed and approved as specified in
                   the transaction agreements.

1122(d)(2)(iv)     The related accounts for the transaction, such as cash reserve               X
                   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.

1122(d)(2)(v)      Each custodial account is maintained at a federally insured                  X
                   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.

1122(d)(2)(vi)     Unissued checks are safeguarded so as to prevent unauthorized                X
                   access.

</TABLE>


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<TABLE>
<CAPTION>

                             SERVICING CRITERIA
                                                                                                Performed              Inapplicable
                                                                                                by Special             Servicing
Reference          Criteria                                                                     Servicer               Criteria

                <c>                                                                          <c>                    <c>

1122(d)(2)(vii)    Reconciliations are prepared on a monthly basis for all asset-               X
                   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.

                   Investor Remittances and Reporting

1122(d)(3)(i)      Reports to investors, including those to be filed with                       X2
                   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 the investor's or the trustee's records as to the total unpaid
                   principal balance and number of [pool assets] serviced by the Servicer.

1122(d)(3)(ii)     Amounts due to investors are allocated and remitted in                                              X
                   accordance with timeframes, distribution priority and other
                   terms set forth in the transaction agreements.

1122(d)(3)(iii)    Disbursements made to an investor are posted within two                                             X
                   business days to the Servicer's investor records, or such other
                   number of days specified in the transaction agreements.

1122(d)(3)(iv)     Amounts remitted to investors per the investor reports agree                                        X
                   with cancelled checks, or other form of payment, or custodial
                   bank statements.

</TABLE>


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<TABLE>
<CAPTION>

                             SERVICING CRITERIA
                                                                                                Performed              Inapplicable
                                                                                                by Special             Servicing
Reference          Criteria                                                                     Servicer               Criteria

                <c>                                                                          <c>                    <c>
                   Pool Asset Administration

1122(d)(4)(i)      Collateral or security on [pool assets] is maintained as required by         X
                   the transaction agreements or related mortgage loan documents.

1122(d)(4)(ii)     [pool assets] and related documents are safeguarded as required              X
                   by the transaction agreements.

1122(d)(4)(iii)    Any additions, removals or substitutions to the asset pool are               X
                   made, reviewed and approved in accordance with any conditions
                   or requirements in the transaction agreements.

1122(d)(4)(iv)     Payments on [pool assets], including any payoffs, made in                                           X3
                   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.

1122(d)(4)(v)      The Servicer's records regarding the [pool assets] agree with the                                   X
                   Servicer's records with respect to an obligor's unpaid principal
                   balance.

1122(d)(4)(vi)     Changes with respect to the terms or status of an obligor's [pool            X
                   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.


1122(d)(4)(vii)    Loss mitigation or recovery actions (e.g., forbearance plans,                X
                   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.

1122(d)(4)(viii)   Records documenting collection efforts are maintained during                 X
                   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).

1122(d)(4)(ix)     Adjustments to interest rates or rates of return for [pool assets]                                  X
                   with variable rates are computed based on the related [pool asset]
                   documents.

</TABLE>


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<TABLE>
<CAPTION>

                             SERVICING CRITERIA
                                                                                                Performed              Inapplicable
                                                                                                by Special             Servicing
Reference          Criteria                                                                     Servicer               Criteria

                <c>                                                                          <c>                    <c>

1122(d)(4)(x)      Regarding any funds held in trust for an obligor (such as escrow                                    X
                   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 asset], or such other number
                   of days specified in the transaction agreements.

1122(d)(4)(xi)     Payments made on behalf of an obligor (such as tax or insurance                                     X
                   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.

1122(d)(4)(xii)    Any late payment penalties in connection with any payment                                           X
                   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.

1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within                                        X
                   two business days to the obligor's records maintained by the
                   Servicer, or such other number of days specified in the
                   transaction agreements.

1122(d)(4)(xiv)    Delinquencies, charge-offs and uncollectible accounts are                    X
                   recognized and recorded in accordance with the transaction
                   agreements.

1122(d)(4)(xv)     Any external enhancement or other support, identified in Item                                       X
                   1114(a)(1) through (3) or Item 1115 of Regulation AB, is
                   maintained as set forth in the transaction agreements.

<FN>

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.

</FN>

</TABLE>