****

**Management'sAssertion on Compliance with Applicable**

**RegulationAB Servicing Criteria**

1.

RialtoCapital Advisors, LLC ("Rialto"), the special servicer for thetransactions listed below, is responsible for assessing compliance with the servicingcriteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, for the period fromMay 1, 2012*, up to and including December 31, 2012 (the "Reporting Period"), as setforth in Appendix A hereto. The transactions covered by this report includefollowing commercial mortgage-asset backed securities transactions for whichRialto acted as special servicer on or after May 1, 2012 (the "Platform"), and wereregistered after January 1, 2006 with the Securities and Exchange Commission pursuant tothe Securities Act of 1933: 

FDIC2012-C1 

WFRBS2012-C8 

WFCM2012-LC5 

UBS2012-C3 

UBS2012-C4 

GSMS2012-GCJ9 

JPMCC2012-LC9 

2. 

Rialtohas engaged certain vendors (the "Vendors") to perform specific,limited, or scripted activities, and Rialto elects to take responsibility forassessing 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 determinedthat its Vendors are not "servicers" as defined in Item 1101 (j) of Regulation AB andasserts that it has policies and procedures in place to provide reasonable assurance thatthe Vendors' activities comply, in all material respects, with the servicingcriteria applicable to each vendor; 

3. 

Exceptas set forth in paragraph 4 below, Rialto used the criteria set forthin paragraph (d) of Item 1122 of Regulation AB to assess the compliance with theapplicable servicing criteria; 

4. 

Thecriteria 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. 

Rialtohas complied, in all material respects, with the applicable servicingcriteria as of December 31, 2012, and for the Reporting Period****withrespect to the Platform taken as a whole; 

6. 

Rialtohas not identified and is not aware of any material instance ofnoncompliance 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. 

Rialtohas not identified any material deficiency in its policies andprocedures to monitor the compliance by the Vendors with the applicable servicing criteria asof December 31, 2012, and for the Reporting Period with respect to the Platform takenas a whole;****and 

8. 

NDBAccountants & Consultants LLP, a registered public accountingfirm, has issued an attestation report on Rialto's assessment of compliance with theapplicable servicing criteria for the Reporting Period. 

Date: 

February28, 2013 

Name: 

TheklaSalzman 

Title:

ChiefAdministrative Officer 

Signature:

/s/Thekla Salzman 

*RialtoCapital Advisors, LLC was not a named special servicer on anytransactions subject to paragraph (d) of Item 1122 of Regulation AB 

priorto May 1, 2012 as a result this Assertion only covers the periodcommencing May 1, 2012 through and including December 31, 2012.****

****

****

****

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APPENDIXA 

**SERVICINGCRITERIA**

****

****

**Reference**

**Criteria**

**Performed**

**bySpecial**

**Servicer**

**Inapplicable**

**Servicing**

**Criteria**

**GeneralServicing Considerations**

1122(d)(1)(i)

Policiesand 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 anymaterial 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)

Anyrequirements in the transaction agreements to maintain a back-up servicer for the [pool assets] are maintained. 

****

**X**

1122(d)(1)(iv)

Afidelity 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**

****

****

**CashCollection and Administration**

****

****

1122(d)(2)(i)

Paymentson [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)

Disbursementsmade via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. 

**X**

****

1122(d)(2)(iii)

Advancesof 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)

Therelated 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)

Eachcustodial 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)

Unissuedchecks are safeguarded so as to prevent unauthorized access. 

****

**X**

****

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**SERVICINGCRITERIA**

****

****

**Reference**

**Criteria**

**Performed**

**bySpecial**

**Servicer**

**Inapplicable**

**Servicing**

**Criteria**

1122(d)(2)(vii)

Reconciliationsare 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**

****

**InvestorRemittances and Reporting**

****

****

1122(d)(3)(i)

Reportsto 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)

Amountsdue 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)

Disbursementsmade 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)

Amountsremitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. 

****

**X**

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**SERVICINGCRITERIA**

****

****

**Reference**

**Criteria**

**Performed**

**bySpecial**

**Servicer**

**Inapplicable**

**Servicing**

**Criteria**

**PoolAsset Administration**

****

****

1122(d)(4)(i)

Collateralor security on [pool assets] is maintained as required by the transaction agreements or related mortgage loan documents. 

****

**X**

****

1122(d)(4)(ii)

[poolasset] and related documents are safeguarded as required by the transaction agreements 

****

**X**

****

1122(d)(4)(iii)

Anyadditions, 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)

Paymentson [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)

TheServicer'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)

Changeswith 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)

Lossmitigation 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)

Recordsdocumenting 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)

Adjustmentsto interest rates or rates of return for [pool assets] with variable rates are computed based on the related [pool asset] documents. 

****

**X**

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**SERVICINGCRITERIA**

****

****

**Reference**

**Criteria**

**Performed**

**bySpecial**

**Servicer**

**Inapplicable**

**Servicing**

**Criteria**

1122(d)(4)(x)

Regardingany 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)

Paymentsmade 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)

Anylate 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)

Disbursementsmade 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)

Anyexternal 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)

Rialtoperforms the activities pertaining to these criteria, except forspecific, limited activities performed by its third party property managers relating to REO Property, if any. Rialto haselected to take responsibility for assessing compliance with these servicing criteria with respect to the activitiesof its third party property managers. 

2)

Onlyitems (A) and (B) of the Servicing Criteria are applicable to RialtoCapital Advisors, LLC as special servicer. Items (C) and (D) are inapplicable as the responsibility for filingreports with the Commission and agreeing totals to the Servicer records rests with the Trustee and/or CertificateAdministrator, as applicable. 

3)

Primaryresponsibility for processing borrower payments rests with the MasterServicer, however, Rialto Capital Advisors, LLC may from time to time receive payments on an exceptionbasis which are forwarded to the Master Servicer in accordance with such criterion.