424B5 1 prospectus-supplement.htm PROSPECTUS SUPPLEMENT Unassociated Document
 
 
   
FILED PURSUANT TO RULE 424(b)(5)
   
REGISTRATION FILE NO.: 333-172366-04
     
 
PROSPECTUS SUPPLEMENT
(to Prospectus dated July 20, 2012)
 
$1,136,676,000 (Approximate)
WELLS FARGO COMMERCIAL MORTGAGE TRUST 2012-LC5
as Issuing Entity
 
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-LC5
Wells Fargo Commercial Mortgage Securities, Inc.
as Depositor
 
Wells Fargo Bank, National Association
Ladder Capital Finance LLC
The Royal Bank of Scotland
as Sponsors and Mortgage Loan Sellers
 
We, Wells Fargo Commercial Mortgage Securities, Inc., are establishing a trust fund.  The offered certificates are mortgage-backed securities issued by the trust fund.  Only the classes of mortgage pass-through certificates listed in the table below are being offered by this prospectus supplement and the accompanying prospectus.  The trust fund will consist primarily of a pool of 70 commercial, multifamily and manufactured housing community mortgage loans, which together have an aggregate outstanding principal balance of approximately $1,277,164,194 as of the cut-off date.  The trust fund will issue 15 classes of commercial mortgage pass-through certificates, 7 of which are being offered by this prospectus supplement.  The offered certificates will accrue interest from and including September 1, 2012.  Each class of certificates will be entitled to receive monthly distributions of interest or principal and interest generally on the fourth business day after the 11th day (or, if such 11th day is not a business day, the next succeeding business day) of each month, commencing in October 2012.
 
Credit enhancement will be provided by certain classes of subordinate certificates that will be subordinate to certain classes of senior certificates as described under “Description of the Offered Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses” in this prospectus supplement.
 
Proceeds of the assets of the trust fund are the sole source of distributions on the offered certificates.  The offered certificates will not constitute interests in or obligations of, nor will they be insured or guaranteed by any of, the depositor, the sponsors, the mortgage loan sellers, the underwriters, the master servicer, the special servicer, the trust advisor, the certificate administrator, the trustee, the initial subordinate class representative or any of their respective affiliates and will not be insured or guaranteed by any governmental agency or instrumentality.
 

Characteristics of the certificates offered to you include:
Class
  Approximate Initial
Principal Balance(1)
 
Approximate
Initial Pass-
Through Rate
 
Pass-Through
Rate Description
 
Assumed Final
Distribution
  Date(3)
 
Rated Final
Distribution
  Date(4)
Class A-1
    $ 81,143,000     0.6870 %  
Fixed(5)
 
June 2017
 
October 2045
Class A-2
    $ 156,188,000     1.8440 %  
Fixed(5)
 
September 2017
 
October 2045
Class A-3
    $ 556,683,000     2.9180 %  
Fixed(5)
 
September 2022
 
October 2045
Class A-SB
    $ 100,000,000      2.5280 %  
Fixed(5)
 
April 2022
 
October 2045
Class A-S
    $ 124,524,000      3.5390 %  
Fixed(5)
 
September 2022
 
October 2045
Class B
    $ 76,630,000     4.1420 %  
Fixed(5)
 
September 2022
 
October 2045
Class C
    $ 41,508,000      4.6930 %  
WAC Cap(6)
 
September 2022
 
October 2045
 

  (footnotes to table on cover page S-1)
 
Investing in the offered certificates involves risks.  You should carefully consider the risk factors beginning on page S-46 of this prospectus supplement and page 8 of the prospectus.
 
Neither the certificates nor the underlying mortgage loans are insured or guaranteed by any governmental agency or instrumentality or any other person or entity.
 
The certificates will represent interests in the issuing entity only.  They will not represent interests in or obligations of the depositor, any of its affiliates or any other entity.
 
The Securities and Exchange Commission and state regulators have not approved or disapproved of the offered certificates or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus.  Any representation to the contrary is a criminal offense.  Neither Wells Fargo Commercial Mortgage Securities, Inc. nor anyone else will list the offered certificates on any securities exchange or on any automated quotation system of any securities association such as the Nasdaq Stock Market.
 
The underwriters, Wells Fargo Securities, LLC, RBS Securities Inc., Ladder Capital Securities LLC and Citigroup Global Markets Inc. will purchase the offered certificates from Wells Fargo Commercial Mortgage Securities, Inc. and will offer them to the public from time to time in negotiated transactions or otherwise at varying prices determined at the time of sale, plus, in certain cases, accrued interest.
 
The underwriters expect to deliver the offered certificates to purchasers in book-entry form only through the facilities of The Depository Trust Company in the United States and Clearstream Banking, société anonyme and Euroclear Bank, as operator of the Euroclear System, in Europe, against payment in New York, New York on or about September 28, 2012.  We expect to receive from this offering approximately 102.32% of the initial aggregate principal balance of the offered certificates, plus accrued interest from September 1, 2012, before deducting expenses payable by us.
 
Wells Fargo Securities
 
RBS
Ladder Capital Securities
 
Citigroup
September 19, 2012
 
 

 
 
 
 
 
 
 
 
 
 
 
 

 
 
TABLE OF CONTENTS
     
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
 
viii
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
ix
FORWARD-LOOKING STATEMENTS
 
x
SUMMARY
 
S-1
RISK FACTORS
 
S-46
Risks Related to the Offered Certificates
 
S-46
The Certificates May Not Be a Suitable Investment for You
 
S-46
The Trust Fund’s Assets May Be Insufficient to Allow for Repayment in Full on Your Certificates
 
S-46
The Credit Crisis and Downturn in the Real Estate Market Have Adversely Affected the Value of Commercial Mortgage-Backed Securities
 
S-46
Market Considerations and Limited Liquidity
 
S-47
The Volatile Economy and Credit Crisis May Increase Loan Defaults and Affect the Value and Liquidity of Your Investment
 
S-50
Subordination of the Class A-S, B and C Certificates Will Affect the Timing of Distributions and the Application of Losses on Those Classes of Certificates
 
S-53
The Yields to Maturity on the Offered Certificates Depend on a Number of Factors that Cannot Be Predicted with any Certainty
 
S-53
Incorrect Assumptions Regarding Principal Payments and Prepayments May Lead to a Lower than Expected Yield on Your Investment
 
S-54
Frequent and Early Occurrence of Borrower Delinquencies and Defaults May Adversely Affect Your Investment
 
S-55
The Payment of Expenses of the Trust Fund May Reduce the Amount of Distributions on Your Offered Certificates
 
S-56
You Will Have Limited Ability To Control the Servicing of the Mortgage Loans and the Parties with Control Over the Servicing of the Mortgage Loans May Have Interests that Conflict with Your Interests
 
S-56
You Will Have No Control Over the Servicing of the Non-Serviced Pari Passu Mortgage Loan
 
S-57
If the Master Servicer or the Special Servicer Purchases Certificates or Has Investments Related to a Borrower or Other Person, a Conflict of Interest May Arise Between Its Own Interests and Its Duties to the Trust Fund
 
S-57
Various Other Securitization-Level Conflicts of Interest May Have an Adverse Effect on Your Offered Certificates
 
S-58
Potential Conflicts of Interest of the Underwriters and Their Affiliates
 
S-60
Potential Conflicts of Interest in the Selection of the Mortgage Loans
 
S-61
Ratings of the Certificates Have Substantial Limitations
 
S-62
The Special Servicer May Be Directed To Take Actions
 
S-64
You May Be Bound by the Actions of Other Certificateholders Even if You Do Not Agree with Those Actions
 
S-65
Because the Offered Certificates Are in Book-Entry Form, Your Rights Can Only Be Exercised Indirectly and There May Be Other Adverse Consequences
 
S-65
State and Local Tax Considerations
 
S-66
Commencing Legal Proceedings Against Parties to the Pooling and Servicing Agreement May Be Difficult
 
S-66
Each of the Mortgage Loan Sellers, the Depositor and the Trust Fund Are Subject to Insolvency or Bankruptcy Laws That May Affect the Trust Fund’s Ownership of the Mortgage Loans
 
S-66
Risks Related to the Mortgage Loans
 
S-68
The Repayment of a Multifamily, Manufactured Housing Community or Commercial Mortgage Loan is Dependent on the Cash Flow Produced by the Corresponding Mortgaged Property, Which Can Be Volatile and Insufficient To Allow Full and Timely Distributions on Your Offered Certificates
 
S-68
Property Value May Be Adversely Affected Even When There Is No Change in Current Operating Income
 
S-70
 
 
ii

 
 
Concentrations of Mortgaged Property Types Subject the Trust Fund to Increased Risk of Decline in Particular Industries
 
S-70
Retail Properties Have Special Risks
 
S-71
Office Properties Have Special Risks
 
S-73
Hospitality Properties Have Special Risks
 
S-74
Industrial Properties Have Special Risks
 
S-75
Self Storage Properties Have Special Risks
 
S-76
Mixed Use Facilities Have Special Risks
 
S-76
Manufactured Housing Community Properties Have Special Risks
 
S-76
Multifamily Properties Have Special Risks
 
S-77
Renewal, Termination and Expiration of Leases and Reletting Entails Risks That May Adversely Affect Your Investment
 
S-78
Tenant Early Termination Options Entail Special Risks
 
S-81
Tenant Bankruptcies May Adversely Affect the Income Produced by the Mortgaged Properties and May Adversely Affect the Distributions on Your Certificates
 
S-82
Various Loan-Level Conflicts of Interest May Have an Adverse Effect on Your Certificates
 
S-82
A Concentration of Mortgaged Properties in One or More Geographic Areas Reduces Diversification and May Increase the Risk that Your Certificates May Not Be Paid in Full
 
S-82
The Concentration of Loans and Number of Loans with the Same or Related Borrowers Increases the Possibility of Loss on the Loans Which Could Reduce Distributions on Your Certificates
 
S-83
Tenant Concentration Increases the Risk That Cash Flow Will Be Interrupted, Which Could Reduce Distributions on Your Certificates
 
S-83
Limitations on the Enforceability of Multi-Borrower/Multi-Property and Multi-Borrower/Multiple Parcel Arrangements May Have an Adverse Effect on Recourse in the Event of a Default on a Mortgage Loan
 
S-84
Borrowers’ Recent Acquisition of the Mortgaged Properties Causes Uncertainty
 
S-85
Certain Mortgaged Properties May Have a Limited Operating History
 
S-85
Risks Related to Redevelopment and Renovation at the Mortgaged Properties
 
S-85
Risks of the Anticipated Repayment Date Loans
 
S-86
Converting Commercial Properties to Alternative Uses May Require Significant Expenses Which Could Reduce Distributions on Your Certificates; and Limited Adaptability for Other Uses May Substantially Lower the Liquidation Value of a Mortgaged Property
 
S-87
We Cannot Assure You That Any Upfront or Ongoing Deposits Made by a Borrower to Any Reserve in Respect of a Mortgaged Property Will Be Sufficient To Offset Any Cash Flow Shortfalls That May Occur at the Related Mortgaged Property
 
S-87
The Absence of Lockboxes Entails Risks That Could Adversely Affect Distributions on Your Certificates
 
S-87
If a Borrower is Unable To Repay Its Loan on Its Maturity Date, You May Experience a Loss or Delay in Distributions on Your Certificates
 
S-88
A Borrower’s Other Loans May Reduce the Cash Flow Available to the Mortgaged Property Which May Adversely Affect Distributions on Your Certificates; Mezzanine Financing Reduces a Principal’s Equity in, and Therefore Its Incentive to Support, a Mortgaged Property
 
S-89
Litigation Arising Out of Ordinary Business or Other Activities of the Borrowers, Borrower Principals, Sponsors and Managers Could Adversely Affect Distributions on Your Certificates
 
S-90
Bankruptcy Proceedings Relating to a Borrower Can Result in Dissolution of the Borrower and the Acceleration of the Related Mortgage Loan and Can Otherwise Impair Repayment of the Related Mortgage Loan
 
S-90
Mortgage Loans With Borrowers That Are Not Bankruptcy Remote Entities or That Do Not Have Non-Recourse Carveout Guarantees May Be More Likely To File Bankruptcy Petitions or Take Other Actions That May Adversely Affect Distributions on Your Certificates
 
S-92
Prior Bankruptcies or Other Proceedings May Be Relevant to Future Performance
 
S-92
 
 
iii

 
 
     
The Performance of a Mortgage Loan and Its Related Mortgaged Property Depends in Part on Who Controls the Borrower and Mortgaged Property
 
S-93
Provisions Requiring Yield Maintenance Charges or Defeasance Provisions May Not Be Enforceable
 
S-93
Substitution of Mortgaged Properties and Debt Severance Provisions May Lead to Increased Risks
 
S-94
Inadequacy of Title Insurers May Adversely Affect Distributions on Your Certificates
 
S-94
Mortgaged Properties That Are Not in Compliance with Zoning and Building Code Requirements and Use Restrictions Could Adversely Affect Distributions on Your Certificates
 
S-94
Condemnations With Respect to Mortgaged Properties Could Adversely Affect Distributions on Your Certificates
 
S-95
The Absence of or Inadequacy of Insurance Coverage on the Property May Adversely Affect Distributions on Your Certificates
 
S-95
Environmental Conditions at the Mortgaged Properties May Subject the Trust Fund to Liability Under Federal and State Laws, Reducing the Value and Cash Flow of the Mortgaged Properties, Which May Result in Reduced Distributions on Your Offered Certificates
 
S-97
Property Inspections and Engineering Reports May Not Reflect All Conditions That Require Repair on a Mortgaged Property
 
S-100
Appraisals May Not Accurately Reflect the Value of the Mortgaged Properties
 
S-101
Debt Service Coverage Ratio and Net Cash Flow Information Is Based on Numerous Assumptions
 
S-101
The Prospective Performance of the Commercial and Multifamily Mortgage Loans Included in the Trust Fund Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of the Depositor’s Other Trusts
 
S-102
No Party is Obligated to Review the Mortgage Loans To Determine Whether Representations and Warranties Are True; Mortgage Loan Sellers or Other Responsible Parties May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan
 
S-103
Any Loss of Value Payment Made by a Mortgage Loan Seller May Prove to Be Insufficient to Cover All Losses on a Defective Mortgage Loan
 
S-103
The Operation of a Mortgaged Property Following Foreclosure May Affect the Tax Status of the Trust Fund and May Adversely Affect Distributions on Your Certificates
 
S-103
Tenant Leases May Have Provisions That Could Adversely Affect Distributions on Your Certificates
 
S-104
The Costs of Compliance with the Americans with Disabilities Act of 1990 and Fair Housing Laws May Adversely Affect a Borrower’s Ability To Repay Its Mortgage Loan
 
S-104
Loans Secured by Mortgages on a Leasehold Interest Will Subject Your Investment to a Risk of Loss Upon a Lease Default
 
S-105
The Borrower’s Form of Entity May Cause Special Risks
 
S-105
Tenancies in Common May Hinder Recovery
 
S-106
State and Local Mortgage Recording Taxes May Apply Upon a Foreclosure or Deed in Lieu of Foreclosure and Reduce Net Proceeds
 
S-106
Changes to REMIC Restrictions on Loan Modifications and REMIC Rules on Partial Releases May Impact an Investment in the Certificates
 
S-106
Other Risks
 
S-107
Split Loan Structures May Adversely Affect Net Cash Flow to Sponsors, Which May Reduce Sponsors’ Commitment to Effective Management of the Mortgaged Properties
 
S-107
Terrorist Attacks May Adversely Affect the Value of the Offered Certificates and Payments on the Underlying Mortgage Loans
 
S-107
Foreign Conflicts May Adversely Affect the Value of the Offered Certificates and Payments on the Underlying Mortgage Loans
 
S-107
Additional Risks
 
S-108
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT
 
S-109
DESCRIPTION OF THE MORTGAGE POOL
 
S-109
 
 
iv

 
 
     
General
 
S-109
Significant Obligor
 
S-110
Mortgage Loan History
 
S-110
Certain Characteristics of the Mortgage Pool
 
S-110
Concentration of Mortgage Loans and Borrowers
 
S-110
Cross-Collateralized Mortgage Loans; Multi-Property Mortgage Loans; Mortgage Loans with Affiliated Borrowers
 
S-110
Property Type Concentrations
 
S-112
Tenancies in Common
 
S-113
Condominium Structures
 
S-113
Certain Terms of the Mortgage Loans
 
S-114
Voluntary Prepayment and Defeasance Provisions
 
S-116
Non-Recourse Obligations
 
S-122
“Due-on-Sale” and “Due-on-Encumbrance” Provisions
 
S-122
Encumbered Interests
 
S-123
ARD Loans
 
S-124
Split Loan Structure
 
S-124
Subordinate and/or Other Financing
 
S-128
Other Additional Financing
 
S-129
Net Cash Flow and Certain Underwriting Considerations
 
S-130
Cash Management Agreements/Lockboxes
 
S-130
Hazard Insurance
 
S-132
Litigation Considerations
 
S-133
Default History, Bankruptcy Issues and Other Proceedings
 
S-134
Tenant or Other Third Party Matters
 
S-136
Lease Terminations and Expirations
 
S-137
Other Matters
 
S-138
Assessments of Property Value and Condition
 
S-139
Appraisals
 
S-139
Environmental Assessments
 
S-140
Property Condition Assessments
 
S-141
Seismic Review Process and Earthquake Insurance
 
S-141
Zoning and Building Code Compliance
 
S-141
Environmental Insurance
 
S-142
Loan Purpose
 
S-142
Exceptions to Underwriting Guidelines
 
S-143
Assignment of the Mortgage Loans
 
S-143
Representations and Warranties
 
S-145
Cures, Repurchases and Substitutions
 
S-145
Changes in Mortgage Pool Characteristics
 
S-148
Finalized Pooling and Servicing Agreement and Other Material Agreements
 
S-149
TRANSACTION PARTIES
 
S-150
The Issuing Entity
 
S-150
The Depositor
 
S-150
The Sponsors, Mortgage Loan Sellers and Originators
 
S-151
Wells Fargo Bank, National Association
 
S-151
General
 
S-151
Wells Fargo Bank, National Association’s Commercial Mortgage Securitization Program
 
S-151
Wells Fargo Bank’s Commercial Mortgage Loan Underwriting
 
S-152
Review of Mortgage Loans for Which Wells Fargo Bank is the Sponsor
 
S-156
Repurchase Requests
 
S-158
The Royal Bank of Scotland
 
S-160
The Royal Bank of Scotland’s Underwriting Standards
 
S-161
Review of Mortgage Loans for Which The Royal Bank of Scotland is the Sponsor
 
S-164
Repurchase Requests
 
S-166
Ladder Capital Finance LLC
 
S-167
LCF’s Underwriting Guidelines and Processes
 
S-168
Exceptions
 
S-173
 
 
v

 
 
Review of Mortgage Loans for Which LCF is the Sponsor
 
S-174
Repurchase Requests
 
S-175
Compensation of the Sponsors
 
S-175
The Trustee
 
S-176
The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian
 
S-176
The Master Servicer
 
S-177
The Special Servicer
 
S-181
The Trust Advisor
 
S-182
Affiliations and Certain Relationships Among Certain Transaction Parties
 
S-183
DESCRIPTION OF THE OFFERED CERTIFICATES
 
S-186
General
 
S-186
Certificate Principal Balances and Certificate Notional Amounts
 
S-187
Distribution Account
 
S-188
Interest Reserve Account
 
S-190
Distributions
 
S-190
Priority of Distributions
 
S-198
Treatment of REO Properties
 
S-203
Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Trust Fund Expenses
 
S-204
Reductions of Interest Entitlements and the Principal Distribution Amount in Connection with Certain Trust Advisor Expenses
 
S-207
Advances of Delinquent Monthly Debt Service Payments
 
S-208
Fees and Expenses
 
S-211
Reports to Certificateholders; Available Information
 
S-217
Voting Rights
 
S-223
Delivery, Form and Denomination
 
S-224
Matters Regarding the Certificate Administrator and the Tax Administrator
 
S-224
Amendment of the Pooling and Servicing Agreement
 
S-225
Termination of the Pooling and Servicing Agreement
 
S-226
The Trustee
 
S-228
Eligibility Requirements
 
S-228
Duties of the Trustee
 
S-228
Matters Regarding the Trustee
 
S-228
Resignation and Removal of the Trustee
 
S-229
Suits, Actions and Proceedings by Certificateholders
 
S-229
YIELD AND MATURITY CONSIDERATIONS
 
S-231
Yield Considerations
 
S-231
Weighted Average Life
 
S-235
Pre-Tax Yield to Maturity Tables
 
S-238
SERVICING OF THE MORTGAGE LOANS AND ADMINISTRATION OF THE TRUST FUND
 
S-242
General
 
S-242
Servicing and Other Compensation and Payment of Expenses
 
S-246
Asset Status Reports
 
S-257
The Majority Subordinate Certificateholder and the Subordinate Class Representative
 
S-259
The Trust Advisor
 
S-262
Annual Reports and Meeting
 
S-262
Net Present Value Calculations
 
S-266
Review and Consultation With Respect to Calculations of Net Present Value and Appraisal Reduction Amounts
 
S-266
Replacement of the Special Servicer
 
S-266
Maintenance of Insurance
 
S-268
Enforcement of Due-on-Sale and Due-on-Encumbrance Provisions
 
S-270
Transfers of Interests in Borrowers
 
S-271
Modifications, Waivers, Amendments and Consents
 
S-271
Required Appraisals
 
S-276
Collection Account
 
S-280
Procedures With Respect to Defaulted Mortgage Loans and REO Properties
 
S-282
REO Account
 
S-285
Inspections; Collection of Operating Information
 
S-285
 
 
vi

 
 
Rating Agency Confirmations
 
S-286
Servicer Termination Events
 
S-288
Rights Upon the Occurrence of a Servicer Termination Event
 
S-290
Termination, Discharge and Resignation of the Trust Advisor
 
S-291
Resignation of the Master Servicer and the Special Servicer
 
S-292
Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor
 
S-292
Evidence as to Compliance
 
S-294
Servicing of the Non-Serviced Pari Passu Mortgage Loan
 
S-295
USE OF PROCEEDS
 
S-297
CERTAIN LEGAL ASPECTS OF THE MORTGAGE LOANS
 
S-298
General
 
S-298
Other Aspects
 
S-299
MATERIAL FEDERAL INCOME TAX CONSEQUENCES
 
S-299
General
 
S-299
Characterization of Investments in Offered Certificates
 
S-300
Discount and Premium; Prepayment Consideration
 
S-301
Further Information
 
S-302
STATE AND OTHER TAX CONSEQUENCES
 
S-302
ERISA CONSIDERATIONS
 
S-302
Plan Assets
 
S-303
Special Exemption Applicable to the Offered Certificates
 
S-303
Insurance Company General Accounts
 
S-305
General Investment Considerations
 
S-305
LEGAL INVESTMENT
 
S-306
METHOD OF DISTRIBUTION (UNDERWRITER CONFLICTS OF INTEREST)
 
S-306
LEGAL MATTERS
 
S-309
RATINGS
 
S-309
INDEX OF DEFINED TERMS
 
S-311
 
Annex A-1:
Certain Characteristics of the Mortgage Loans and Mortgaged Properties
 
A-1-1
Annex A-2:
Mortgage Pool Information (Tables)
 
A-2-1
Annex A-3:
Summaries of the Fifteen Largest Mortgage Loans
 
A-3-1
Annex B:
Additional Mortgage Loan Information/Definitions
 
B-1
Annex C-1:
Mortgage Loan Representations and Warranties
 
C-1-1
Annex C-2:
Exceptions to Mortgage Loan Representations and Warranties
 
C-2-1
Annex D:
Global Clearance, Settlement and Tax Documentation Procedures
 
D-1
Annex E-1:
Form of Trust Advisor Annual Report (Subordinate Control Period)
 
E-1-1
Annex E-2:
Form of Trust Advisor Annual Report (Collective Consultation Period and Senior Consultation Period)
 
E-2-1
Annex F:
Form of Distribution Date Statement
 
F-1
Annex G:
Class A-SB Planned Principal Balance Schedule
 
G-1
 
 
vii

 
 
IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
 
Information about the offered certificates is provided in two separate documents that progressively provide more detail:
 
 
the accompanying prospectus, which provides general information, some of which may not apply to a particular class of offered certificates, including your class; and
 
 
this prospectus supplement, which describes the specific terms of your class of offered certificates.
 
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus.  The depositor has not authorized anyone to provide you with information that is different from that contained in this prospectus supplement and the prospectus.
 
References in the accompanying prospectus to “prospectus supplement” should be treated as references to this prospectus supplement.
 
This prospectus supplement and the accompanying prospectus include cross references to sections in these materials where you can find further related discussions.  The tables of contents in this prospectus supplement and the prospectus identify the pages where these sections are located.
 
Cross-references are included in this prospectus supplement and in the accompanying prospectus which direct you to more detailed descriptions of a particular topic.  You can also find references to key topics in the table of contents in this prospectus supplement on page ii and the table of contents in the accompanying prospectus on page i.  The capitalized terms used in this prospectus supplement are defined on the pages indicated under the caption “Index of Defined Terms” in this prospectus supplement.  The definitions of certain capitalized terms used in the accompanying prospectus are included under the caption “Glossary” beginning on page 129 of the accompanying prospectus.  In this prospectus supplement, the terms “depositor”, “we” and “us” refer to Wells Fargo Commercial Mortgage Securities, Inc.
 
EUROPEAN ECONOMIC AREA
 
THIS PROSPECTUS SUPPLEMENT IS NOT A PROSPECTUS FOR THE PURPOSES OF THE EUROPEAN UNION’S DIRECTIVE 2003/71/EC (AND ANY AMENDMENTS THERETO) AS IMPLEMENTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”) (THE “EU PROSPECTUS DIRECTIVE”).  THIS PROSPECTUS SUPPLEMENT HAS BEEN PREPARED ON THE BASIS THAT ALL OFFERS OF THE OFFERED CERTIFICATES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE EU PROSPECTUS DIRECTIVE FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS IN CONNECTION WITH OFFERS OF THE OFFERED CERTIFICATES.  ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER WITHIN THE EEA OF OFFERED CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED IN THIS PROSPECTUS SUPPLEMENT SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE DEPOSITOR, THE ISSUING ENTITY OR ANY OF THE UNDERWRITERS TO PRODUCE A PROSPECTUS FOR SUCH OFFERS.  NONE OF THE DEPOSITOR, THE ISSUING ENTITY OR THE UNDERWRITERS HAVE AUTHORIZED, AND NONE OF SUCH ENTITIES AUTHORIZES, THE MAKING OF ANY OFFER OF THE OFFERED CERTIFICATES THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE BY UNDERWRITERS WHICH CONSTITUTE THE FINAL PLACEMENT OF THE OFFERED CERTIFICATES CONTEMPLATED IN THIS PROSPECTUS SUPPLEMENT.
 
NOTICE TO UNITED KINGDOM INVESTORS
 
THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (1) ARE OUTSIDE THE UNITED KINGDOM, OR (2) ARE INSIDE THE UNITED KINGDOM AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITH
 
 
viii

 
 
ARTICLE 19(5) OR ARE PERSONS FALLING WITHIN ARTICLES 49(2)(A) THROUGH (D) (“HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.”) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS THE “RELEVANT PERSONS”).
 
JAPAN
 
THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE LAW OF JAPAN (THE “FIEL”).  ACCORDINGLY, EACH UNDERWRITER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY OR INDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANY CERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.
 
IMPORTANT NOTICE REGARDING THE OFFERED CERTIFICATES
 
WE HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, WITH RESPECT TO THE CERTIFICATES OFFERED IN THIS PROSPECTUS SUPPLEMENT.  HOWEVER, THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN ALL OF THE INFORMATION CONTAINED IN OUR REGISTRATION STATEMENT.  FOR FURTHER INFORMATION REGARDING THE DOCUMENTS REFERRED TO IN THIS PROSPECTUS SUPPLEMENT, YOU SHOULD REFER TO OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT.  OUR REGISTRATION STATEMENT AND THE EXHIBITS TO IT CAN BE INSPECTED AND COPIED AT PRESCRIBED RATES AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC AT ITS PUBLIC REFERENCE ROOM, 100 F STREET, N.E., WASHINGTON, D.C. 20549.  YOU MAY OBTAIN INFORMATION ON THE OPERATION OF THE PUBLIC REFERENCE ROOM BY CALLING THE SEC AT 1-800-SEC-0330.  COPIES OF THESE MATERIALS CAN ALSO BE OBTAINED ELECTRONICALLY THROUGH THE SEC’S INTERNET WEBSITE (HTTP://WWW.SEC.GOV).  THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN ALL INFORMATION THAT IS REQUIRED TO BE INCLUDED IN A PROSPECTUS REQUIRED TO BE FILED AS PART OF A REGISTRATION STATEMENT.  THIS PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE SUCH OFFER, SOLICITATION OR SALE IS NOT PERMITTED.
 
THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR AND WILL BE SUPERSEDED BY INFORMATION DELIVERED TO SUCH PROSPECTIVE INVESTOR PRIOR TO THE TIME OF SALE.
 
THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE TRUST ADVISOR, CERTIFICATE ADMINISTRATOR, THE INITIAL SUBORDINATE CLASS REPRESENTATIVE, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THE OFFERED CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.
 
THERE IS CURRENTLY NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES.  WE CANNOT ASSURE YOU THAT A SECONDARY MARKET WILL DEVELOP OR, IF A SECONDARY MARKET DOES DEVELOP, THAT IT WILL PROVIDE HOLDERS OF THE OFFERED CERTIFICATES WITH LIQUIDITY OF INVESTMENT OR THAT IT WILL CONTINUE FOR THE TERM OF THE OFFERED CERTIFICATES.  THE UNDERWRITERS CURRENTLY INTEND TO MAKE A MARKET IN THE OFFERED CERTIFICATES BUT ARE UNDER NO OBLIGATION TO DO SO.  
 
 
ix

 
 
ACCORDINGLY, PURCHASERS MUST BE PREPARED TO BEAR THE RISKS OF THEIR INVESTMENTS FOR AN INDEFINITE PERIOD.  SEE “RISK FACTORS—RISKS RELATED TO THE OFFERED CERTIFICATES—MARKET CONSIDERATIONS AND LIMITED LIQUIDITY” IN THIS PROSPECTUS SUPPLEMENT.
 
FORWARD-LOOKING STATEMENTS
 
This prospectus supplement and the accompanying prospectus contain certain forward-looking statements.  If and when included in this prospectus supplement, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements.  Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated.  Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our control and the control of any other person or entity related to this offering.  The forward-looking statements made in this prospectus supplement are made as of the date stated on the cover.  We have no obligation to update or revise any forward-looking statement.
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS
 
Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this prospectus supplement is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.
 
 
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SUMMARY
 
                                           
 
The following summary is a short description of the main terms of the offered certificates and the mortgage loans and is qualified in its entirety by reference to the more detailed information appearing elsewhere in this prospectus supplement and the accompanying prospectus. This summary does not contain all of the information that may be important to you. To fully understand the terms of the offered certificates and the mortgage loans, you will need to read both this prospectus supplement and the accompanying prospectus in their entirety.
 
                                           
 
Overview of the Certificates
 
                                           
 
The table below lists certain summary information concerning the Wells Fargo Commercial Mortgage Trust 2012-LC5, Commercial Mortgage Pass-Through Certificates, Series 2012-LC5. Each certificate represents an interest in the mortgage loans included in the trust fund. We are offering the Class A-1, A-2, A-3, A-SB, A-S, B and C certificates pursuant to this prospectus supplement.
 
                                           
     
Class
 
Approx. Initial
Principal Balance
or Notional
Amount(1)
  Approx.
% of
Aggregate
Cut-off Date Balance
 
Approx.
Initial
Credit
Support(2)
 
Approx.
Initial Pass-
Through
Rate
 
Pass-
Through
Rate
Description
 
Weighted
Average
Life
(Years)(3)
 
Expected
Principal
Window(3)
   
     
Offered Certificates
   
     
A-1
 
$
81,143,000
 
6.353%
   
30.000%
 
0.6870%
 
Fixed(5)
 
2.55
 
10/2012 - 06/2017
   
     
A-2
 
$
156,188,000
 
12.229%
   
30.000%
 
1.8440%
 
Fixed(5)
 
4.91
 
06/2017 - 09/2017
   
     
A-3
 
$
556,683,000
 
43.587%
   
30.000%
 
2.9180%
 
Fixed(5)
 
9.83
 
04/2022 - 09/2022
   
     
A-SB
 
$
100,000,000
 
7.830%
   
30.000%
 
2.5280%
 
Fixed(5)
 
7.34
 
09/2017 - 04/2022
   
     
A-S
 
$
124,524,000
 
9.750%
   
20.250%
 
3.5390%
 
Fixed(5)
 
9.96
 
09/2022 - 09/2022
   
     
B
 
$
76,630,000
 
6.000%
   
14.250%
 
4.1420%
 
Fixed(5)
 
9.96
 
09/2022 - 09/2022
   
     
C
 
$
41,508,000
 
3.250%
   
11.000%
 
4.6930%
 
WAC Cap(6)
 
9.96
 
09/2022 - 09/2022
   
                                           
     
Non-Offered Certificates
   
     
X-A
 
$
1,018,538,000
(7)
NAP
   
NAP   
 
2.1669%
 
Variable(8)
 
NAP
 
NAP
   
     
X-B
 
$
118,138,000
(9)
NAP
   
NAP   
 
0.4445%
 
Variable(10)
 
NAP
 
NAP
   
     
D
 
$
49,490,000
 
3.875%
   
7.125%
 
4.7801%
 
WAC(11)
 
10.03
 
09/2022 - 10/2022
   
     
E
 
$
20,754,000
 
1.625%
   
5.500%
 
4.7801%
 
WAC(11)
 
10.05
 
10/2022 - 10/2022
   
     
F
 
$
23,946,000
 
1.875%
   
3.625%
 
4.7801%
 
WAC(11)
 
10.05
 
10/2022 - 10/2022
   
     
G
 
$
46,298,194
 
3.625%
   
0.000%
 
4.7801%
 
WAC(11)
 
10.05
 
10/2022 - 10/2022
   
     
V(12)
 
N/A      
 
N/A
   
N/A   
 
N/A
 
N/A
 
N/A
 
N/A
   
     
R(13)
 
N/A      
 
N/A
   
N/A   
 
N/A
 
N/A
 
N/A
 
N/A
   
                                         
                                         
 
 
(footnotes to table on cover and table set forth above)
 
                                         
 
(1)
The principal balances and notional amounts set forth in the table are approximate. The actual initial principal balances and notional amounts may be larger or smaller depending on the aggregate cut-off date principal balance of the mortgage loans definitively included in the pool of mortgage loans, which aggregate cut-off date principal balance may be as much as 5% larger or smaller than the amount presented in this prospectus supplement.
 
                                         
 
(2)
The approximate initial credit support with respect to the Class A-1, A-2, A-3 and A-SB certificates represents the approximate credit enhancement for the Class A-1, A-2, A-3 and A-SB certificates in the aggregate.
 
                                         
 
(3)
Calculated based on a 0% CPR and the structuring assumptions described in this prospectus supplement.
 
                                         
 
(4)
For information regarding the “Rated Final Distribution Date” see “Ratings” in this prospectus supplement and “Ratings” in the accompanying prospectus.
 
                                         
 
(5)
The pass-through rates for the Class A-1, A-2, A-3, A-SB, A-S and B Certificates in each case will be a fixed rate per annum (described in the table as “Fixed”) equal to the pass-through rate set forth opposite such class in the table.
 
                                         
 
(6)
The pass-through rates for the Class C Certificates will be a variable rate per annum (described in the table as “WAC Cap”) equal to the lesser of (a) the pass-through rate set forth opposite such class in the table and (b) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
 
                                         
 
(7)
The Class X-A certificates are notional amount certificates. The notional amount of the Class X-A certificates will be equal to the aggregate principal balance of the Class A-1, A-2, A-3, A-SB and A-S certificates outstanding from time to time. The Class X-A certificates will not be entitled to distributions of principal.
 
                                         
 
(8)
The pass-through rate for the Class X-A certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class A-1, A-2, A-3, A-SB and A-S certificates for the related distribution date, weighted on the basis of their respective aggregate principal balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
 
                                         

 
S-1

 
 
 
(9)
The Class X-B certificates are notional amount certificates. The notional amount of the Class X-B certificates will be equal to the aggregate principal balance of the Class B and Class C certificates outstanding from time to time. The Class X-B certificates will not be entitled to distributions of principal.
 
                                         
 
(10)
The pass-through rate for the Class X-B certificates for any distribution date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date, over (b) the weighted average of the pass-through rates on the Class B and Class C certificates for the related distribution date, weighted on the basis of their respective aggregate principal balances outstanding immediately prior to that distribution date. For purposes of the calculation of the weighted average of the net mortgage interest rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
 
                                         
 
(11)
The pass-through rates for the Class D, E, F and G Certificates in each case will be a variable rate per annum (described in the table as “WAC”) equal to the weighted average of the net mortgage interest rates on the mortgage loans for the related distribution date. For purposes of the calculation of the weighted average of the net mortgage rates on the mortgage loans for each distribution date, the mortgage interest rates will be adjusted as necessary to a 30/360 basis.
 
                                         
 
(12)
The Class V certificates will not have a certificate principal balance, certificate notional amount, pass-through rate, rated final distribution date or rating. The Class V certificates will only be entitled to distributions of excess interest accrued on the mortgage loans with an anticipated repayment date. See “Description of the Mortgage Pool—ARD Loans” in this prospectus supplement.
 
                                         
 
(13)
The Class R certificates will not have a certificate principal balance, certificate notional amount, pass-through rate, rated final distribution date or rating. The Class R certificates represent the residual interest in each REMIC as further described in this prospectus supplement. The Class R certificates will not be entitled to distributions of principal or interest.
 
                                         
 
The Class X-A, X-B, D, E, F, G, V and R certificates are not offered by this prospectus supplement. Any information in this prospectus supplement concerning certificates other than the offered certificates is presented solely to enhance your understanding of the offered certificates.
 
                                         
 
Transaction Overview
 
                                         
 
On the closing date, each mortgage loan seller will sell its mortgage loans to the depositor, which will in turn deposit them into a common law trust created on the closing date. The trust, which will be the issuing entity, will be formed by a “pooling and servicing agreement”, to be dated as of September 1, 2012, among the depositor, the master servicer, the special servicer, the trust advisor, the certificate administrator, the tax administrator and the trustee. All the mortgage loans will be serviced and administered under that agreement, except that the 100 Church Street mortgage loan will be serviced under the pooling and servicing agreement for the WFRBS Commercial Mortgage Trust 2012-C8 securitization. The master servicer will be required to provide the information to the certificate administrator necessary for the certificate administrator to calculate distributions and other information regarding the certificates. You should refer to the accompanying prospectus, including the section captioned “Summary of Prospectus” for additional important information pertaining to the offered certificates.
 
                                         
 
The transfers of the mortgage loans from the respective mortgage loan sellers to the depositor and from the depositor to the issuing entity in exchange for the certificates are illustrated below:
 
                                         
  (flow chart)  
                                         

 
S-2

 

 
Relevant Parties
 
         
 
Title of Certificates
 
Wells Fargo Commercial Mortgage Trust 2012-LC5, Commercial Mortgage Pass-Through Certificates, Series 2012-LC5, which will be issued pursuant to the pooling and servicing agreement.
 
         
 
Issuing Entity
 
Wells Fargo Commercial Mortgage Trust 2012-LC5, a New York common law trust that we sometimes refer to as the “trust”, will issue the certificates. The assets in the trust will comprise the “trust fund”. See “Transaction Parties—The Issuing Entity” in this prospectus supplement.
 
         
 
Depositor
 
Wells Fargo Commercial Mortgage Securities, Inc. is the depositor. As depositor, Wells Fargo Commercial Mortgage Securities, Inc. will acquire the mortgage loans from the mortgage loan sellers and deposit them into the trust fund. The depositor’s principal executive office is located at 301 South College Street, Charlotte, North Carolina 28288–0166 and its telephone number is (704) 374-6161. Neither we nor any of our affiliates have insured or guaranteed the offered certificates. See “Transaction Parties—The Depositor” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement and “The Depositor” in the accompanying prospectus.
 
         
 
Sponsors, Mortgage Loan
Sellers and Originators
 
 
Wells Fargo Bank, National Association, a national banking association, Ladder Capital Finance LLC, a Delaware limited liability company, The Royal Bank of Scotland plc, a public company registered in Scotland, and RBS Financial Products Inc., a Delaware corporation (the latter two of which will be referred to together as The Royal Bank of Scotland), are the sponsors of this transaction. As sponsors, those entities have organized and initiated the transactions in which the certificates will be issued. Those entities or their affiliates originated the mortgage loans, and those entities will sell the mortgage loans to the depositor. See “Risk Factors—Risks Related to the Mortgage Loans—No Party is Obligated to Review the Mortgage Loans To Determine Whether Representations and Warranties Are True; Mortgage Loan Sellers or Other Responsible Parties May Not Be Able To Make a Required Repurchase or Substitution of a Defective Mortgage Loan”, “Transaction Parties—The Sponsors, Mortgage Loan Sellers and Originators” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement and “The Sponsor” in the accompanying prospectus.
 
 
 
 
 
 
 
 
 
 

 
S-3

 
 
             
The mortgage loan sellers are selling the following loans:
 
                                       
 
Originator
 
Mortgage Loan Seller
 
Number
of
Mortgage
Loans
 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off Date
Balance
 
% of
Cut-off
Date
Pool
Balance
 
 
Wells Fargo Bank, National Association
 
Wells Fargo Bank, National Association
 
29
 
57
 
$
533,807,743
 
41.8
%
 
 
Ladder Capital Finance LLC or Ladder Capital Finance I LLC(1)
 
Ladder Capital Finance LLC
 
23
 
30
   
457,891,673
 
35.9
   
 
The Royal Bank of Scotland(2)
 
The Royal Bank of Scotland(2)
 
18
 
37
   
285,464,779
 
22.4
   
 
Total:
 
Total:
 
70
 
124
 
$
1,277,164,194
 
100.0
%
 
                                       
                                       
 
(1)
Thirteen (13) of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, with an aggregate cut-off date principal balance of $264,239,242 and representing approximately 20.7% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated by Ladder Capital Finance LLC. Ten (10) of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, with an aggregate cut-off date principal balance of $193,652,431 and representing approximately 15.2% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated by Ladder Capital Finance I LLC.
 
                                       
 
(2)
The mortgage loan seller referred to herein as The Royal Bank of Scotland is comprised of two affiliated companies: The Royal Bank of Scotland plc and RBS Financial Products Inc. With respect to the mortgage loans being sold to the trust by The Royal Bank of Scotland (a) seventeen (17) mortgage loans, having an aggregate cut-off date principal balance of $248,214,779 and representing approximately 19.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were originated by and are being sold to the trust only by The Royal Bank of Scotland plc and (b) one (1) mortgage loan, having a cut-off date principal balance of $37,250,000 and representing approximately 2.9% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, was co-originated by The Royal Bank of Scotland plc and RBS Financial Products Inc. and is being sold to the trust jointly by The Royal Bank of Scotland plc and RBS Financial Products Inc.
 
                                       
 
Master Servicer
 
Wells Fargo Bank, National Association will act as the initial master servicer under the pooling and servicing agreement. Except as described generally under “—Relevant Parties for the 100 Church Street Mortgage Loan” below, Wells Fargo Bank, National Association in that capacity will be primarily responsible for:
 
                                       
             
servicing and administering, directly or through sub-servicers, the mortgage loans (other than the non-serviced pari passu mortgage loan) (a) as to which there is no default or reasonably foreseeable default that would give rise to a transfer of servicing to the special servicer and (b) as to which any such default or reasonably foreseeable default has been corrected, including as part of a work-out;
 
                                       
             
making servicing advances with respect to all mortgage loans; and
 
                                       
             
making debt service advances with respect to all mortgage loans.
 
                                       
             
See “Transaction Parties—The Master Servicer” and “— Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement.
 
                                       
 
Special Servicer
 
Rialto Capital Advisors, LLC, a Delaware limited liability company, will act as the initial special servicer under the pooling and servicing agreement. Except as described generally under “—Relevant Parties for the 100 Church Street Mortgage Loan” below, Rialto Capital Advisors, LLC in that capacity will be responsible for servicing each mortgage loan
 
                                       
 
 
S-4

 

     
following the occurrence of one or more specified events that cause that mortgage loan to become a specially serviced mortgage loan. Rialto Capital Advisors, LLC was designated to be the initial special servicer by an affiliate of Rialto Real Estate Fund, LP, which affiliate is anticipated to purchase the Class E, F and G certificates on the closing date and become the initial series majority subordinate certificateholder. See “Servicing of the Mortgage Loans and Administration of the Trust Fund” and “Transaction Parties—The Special Servicer” and “—Affiliations and Certain Relationships Among Transaction Parties” in this prospectus supplement.
 
         
 
Certificate Administrator,
Tax Administrator,
Certificate Registrar
and Custodian
 
 
 
 
Wells Fargo Bank, National Association, will act as certificate administrator, tax administrator, certificate registrar and custodian under the pooling and servicing agreement. The certificate administrator is required to make distributions of the available distribution amount on each distribution date to the certificateholders and to prepare reports detailing the distributions to certificateholders on each distribution date and the performance of the mortgage loans and mortgaged properties. See “Transaction Parties—The Certificate Administrator, Tax Administrator, Certificate Registrar and Custodian” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement.
 
         
 
Trustee
 
U.S. Bank National Association, a national banking association, will act as trustee of the trust fund. The corporate trust offices of U.S. Bank National Association are located at 190 South LaSalle Street, 7th floor, Chicago, Illinois 60603. In its capacity as trustee, U.S. Bank National Association will be primarily responsible for back-up advancing if the master servicer fails to perform its advancing obligations and will become the holder of each mortgage loan upon its transfer to the trust fund. Except as described generally under “— Relevant Parties for the 100 Church Street Mortgage Loan” below, the trustee will also be the mortgagee of record in connection with each mortgage loan and the trustee, or a custodian on its behalf, will hold the mortgage file with respect to each mortgage loan. See “Transaction Parties—The Trustee” in this prospectus supplement.
 
         
 
Underwriters
 
Wells Fargo Securities, LLC, RBS Securities Inc., Ladder Capital Securities LLC and Citigroup Global Markets Inc. are the underwriters of the offered certificates. Wells Fargo Securities, LLC and RBS Securities Inc. are acting as co-lead managers and co-bookrunners for this offering. Wells Fargo Securities, LLC is acting as sole bookrunning manager with respect to 77.6% of each class of offered certificates and RBS Securities Inc. is acting as sole bookrunning manager with respect to 22.4% of each class of offered certificates. Ladder Capital Securities LLC and Citigroup Global Markets Inc. are acting as co-managers.
 
         
     
A substantial portion of the net proceeds of this offering (after the payment of underwriting compensation and transaction expenses) will be directed to affiliates of
 
         
 
 
S-5

 

     
Wells Fargo Securities, LLC, RBS Securities Inc., and Ladder Capital Securities LLC. See “Method of Distribution (Underwriter Conflicts of Interest)” in this prospectus supplement.
 
         
 
Trust Advisor
 
TriMont Real Estate Advisors, Inc., a Georgia corporation, will act as the initial trust advisor under the pooling and servicing agreement.
 
           
     
Some of the rights and duties of the trust advisor will be as follows:
 
           
     
The trust advisor will perform certain review duties on a platform-level basis that will generally include a limited annual review of, and, if any mortgage loans in the mortgage pool were specially serviced by the special servicer in the preceding calendar year, the preparation of an annual report regarding certain of the special servicer’s actions pursuant to the pooling and servicing agreement. The review and report generally will be based on: (a) during a subordinate control period, each final asset status report delivered to the trust advisor by the special servicer, (b) during a collective consultation period or senior consultation period, any asset status reports and additional information delivered to the trust advisor by the special servicer and/or (c) during a senior consultation period, in addition to the foregoing, a meeting with the special servicer to conduct a limited review of the special servicer’s operational practices on a platform-level basis in light of the servicing standard. Under some circumstances, the special servicer will be entitled to review the trust advisor’s annual report before its finalization, but the content of the final annual report will nonetheless be determined by the trust advisor.
 
           
     
During any collective consultation period or senior consultation period, the special servicer will be required to consult with the trust advisor (in addition to the subordinate class representative, during a collective consultation period) in connection with material special servicing actions with respect to specially serviced mortgage loans. Under certain circumstances, but only during a senior consultation period, the trust advisor may recommend the replacement of the special servicer, in which case the certificate administrator will deliver notice of such recommendation to the certificateholders, and certificateholders with specified percentages of the voting rights may direct the replacement of the special servicer at their expense. See “Transaction Parties—The Trust Advisor” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—Asset Status Reports” and “—The Trust Advisor” in this prospectus supplement.
 
           
      The trust advisor will be discharged from its duties under the pooling and servicing agreement when the aggregate certificate principal balance of the Class A-1, A-2, A-3, A-SB, A-S, B, C and D certificates has been reduced to zero. See “Servicing of the Mortgage Loans and Administration of the  
           

 
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Trust Fund—Termination, Discharge and Resignation of the Trust Advisor”.
 
         
     
The obligations of the trust advisor under the pooling and servicing agreement are solely to provide analytical and reporting services. When we use the words “consult”, “recommend” or words of similar import in respect of the trust advisor and any servicing action or inaction, we are referring to the trust advisor’s analytical and reporting services, and not to a duty to make recommendations for or against any servicing action. Although the trust advisor must consider the servicing standard in its analysis, the trust advisor will not itself be bound by the servicing standard. The trust advisor will have no liability to any certificateholders, or any particular certificateholder, for actions taken or not taken under the pooling and servicing agreement. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Trust Advisor” and “—Certain Matters Regarding the Master Servicer, the Special Servicer, the Trust Advisor and the Depositor” in this prospectus supplement.
 
         
     
In general, the trust advisor will have no duty to report to or respond to inquiries of the certificateholders. See “Description of the Offered Certificates—Reports to Certificateholders; Available Information” in this prospectus supplement.
 
         
     
The trust advisor will have certain rights to compensation and indemnification by the trust fund. See “Servicing of the Mortgage Loans and Administration of the Trust Fund— Servicing and Other Compensation and Payment of Expenses— Compensation of the Trust Advisor” and “—The Trust Advisor” in this prospectus supplement.
 
         
     
Notwithstanding any contrary provision described above, the trust advisor will have no rights or duties in connection with the 100 Church Street mortgage loan. The WFRBS 2012-C8 pooling and servicing agreement provides for a trust advisor with rights and duties in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to the rights and duties of the series 2012-LC5 trust advisor in connection with the servicing and administration of loans other than the 100 Church Street loan combination under the series 2012-LC5 pooling and servicing agreement. See “—Relevant Parties for the 100 Church Street Mortgage Loan” below.
 
         
 
Majority Subordinate
Certificateholder
 
 
The majority subordinate certificateholder will be the holder(s) of a majority interest in (i) during a subordinate control period, the most subordinate class among the Class E, F and G certificates that has an aggregate principal balance, net of appraisal reduction amounts allocable thereto, that is at least equal to 25% of its total initial principal balance or (ii) during a collective consultation period, the most subordinate class among the Class E, F and G certificates that has an aggregate principal balance, without regard to appraisal reduction amounts, that is at least equal to 25% of its total initial principal balance.
 
         

 
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The majority subordinate certificateholder will have a continuing right to appoint, remove or replace the subordinate class representative in its sole discretion during certain periods of time. This right may be exercised at any time and from time to time. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement. During any subordinate control period, the majority subordinate certificateholder or the subordinate class representative on its behalf will have the right to terminate the special servicer with or without cause and appoint itself or an affiliate or another person as the successor special servicer. It will be a condition to such appointment that the hired rating agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of any of their then-current ratings of the certificates. It is anticipated that an affiliate of Rialto Real Estate Fund, LP will purchase all the Class E, F and G certificates on the closing date and become the initial majority subordinate certificateholder. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative—The Majority Subordinate Certificateholder” in this prospectus supplement.
 
         
     
Notwithstanding anything to the contrary described herein, at any time when the holder of a majority interest in the Class E certificates is the majority subordinate certificateholder, the majority subordinate certificateholder may waive its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of any of the rights of the subordinate class representative set forth in the pooling and servicing agreement, by irrevocable written notice delivered to the depositor, trustee, certificate administrator, master servicer, special servicer and trust advisor. Any such waiver shall remain effective with respect to such holder and such class until such time as that majority subordinate certificateholder has sold or transferred a majority of the Class E certificates to an unaffiliated third party. Following any such transfer the successor majority subordinate certificateholder will again have the rights of the majority subordinate certificateholder as described herein without regard to any prior waiver by the predecessor majority subordinate certificateholder. The successor majority subordinate certificateholder will also have the right to irrevocably waive its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of any of the rights of the subordinate class representative. No successor majority subordinate certificateholder described above will have any consent rights with respect to any mortgage loan that became a specially serviced mortgage loan prior to its acquisition of a majority of the Class E certificates that had not also become a corrected mortgage loan prior to such acquisition until such mortgage loan becomes a corrected mortgage loan.
 
         
     
Whenever such an “opt-out” by a majority subordinate certificateholder is in effect:
 
         

 
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a senior consultation period will be in effect; and
 
           
     
the rights of the majority subordinate certificateholder to appoint a subordinate class representative and the rights of the subordinate class representative will not be operative (notwithstanding that a subordinate control period or collective consultation period is or would otherwise then be in effect).
 
           
     
Notwithstanding any contrary provision described above, the majority subordinate certificateholder will have no rights in connection with the 100 Church Street mortgage loan, other than certain limited consultation rights with respect to actions of the WFRBS 2012-C8 special servicer as set forth in the related intercreditor agreement and described in this prospectus supplement. The WFRBS 2012-C8 pooling and servicing agreement grants to a designated WFRBS 2012-C8 majority subordinate certificateholder rights in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to those granted to the series 2012-LC5 majority subordinate certificateholder under the series 2012-LC5 pooling and servicing agreement in connection with the servicing and administration of the mortgage loans other than the 100 Church Street loan combination. See “—Relevant Parties for the 100 Church Street Mortgage Loan” below.
 
           
 
Subordinate Class
Representative
 
 
The majority subordinate certificateholder will be entitled to appoint, remove and replace a subordinate class representative in its sole discretion to the extent described in this prospectus supplement. Subject to the limitations herein, this right may be exercised at any time and from time to time. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative—The Majority Subordinate Certificateholder” in this prospectus supplement.
 
           
     
The subordinate class representative generally will be—
 
           
     
during a subordinate control period, entitled to direct the special servicer with respect to various special servicing matters as to the mortgage loans, and replace the special servicer with or without cause; and
 
           
     
during a collective consultation period, entitled (in addition to the trust advisor) to consult with the special servicer regarding various special servicing matters as to the mortgage loans.
 
           
     
During a senior consultation period, no subordinate class representative will be recognized or have any rights to replace the special servicer or approve, direct or consult with respect to servicing matters.
 
           
     
Subordinate control period, collective consultation period and senior consultation period are described under “—Significant Dates and Periods” below.
 
           
 
 
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The subordinate class representative generally will have no duty to holders of certificates other than the Class E, F and G certificates. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative— No Liability to the Trust Fund and Certificateholders”.
 
           
     
Notwithstanding any contrary provision described above, the subordinate class representative will have no rights in connection with the 100 Church Street mortgage loan, other than certain limited consultation rights with respect to actions of the WFRBS 2012-C8 special servicer, as set forth in the related intercreditor agreement and described in this prospectus supplement. The WFRBS 2012-C8 pooling and servicing agreement grants to a designated WFRBS 2012-C8 subordinate class representative rights in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to those granted to the series 2012-LC5 subordinate class representative under the series 2012-LC5 pooling and servicing agreement in connection with the servicing and administration of the mortgage loans other than the 100 Church Street loan combination. See “—Relevant Parties for the 100 Church Street Mortgage Loan” below.
 
           
 
Relevant Parties
for the 100 Church Street
Mortgage Loan
 
 
 
The mortgaged property identified on Annex A-1 to this prospectus supplement as 100 Church Street secures both a mortgage loan to be included in the trust and a pari passu companion loan that will not be included in the trust, which companion loan is pari passu in right of payment with the related mortgage loan in this trust. That companion loan is an asset of the trust fund established under the WFRBS 2012-C8 securitization, and the 100 Church Street mortgage loan and its companion loan are serviced and administered under the pooling and servicing agreement for that WFRBS 2012-C8 securitization. We sometimes refer to the 100 Church Street mortgage loan as a “non-serviced pari passu mortgage loan,” the related pari passu companion loan as a “non-serviced pari passu companion loan” and that mortgage loan and companion loan together as a “loan combination” or “non-serviced loan combination”.
 
           
     
Pursuant to the terms of the series 2012-LC5 pooling and servicing agreement, the WFRBS 2012-C8 pooling and servicing agreement and an intercreditor agreement between the holders of the 100 Church Street mortgage loan and the 100 Church Street pari passu companion loan:
 
           
     
Wells Fargo Bank, National Association is the initial master servicer under the WFRBS 2012-C8 pooling and servicing agreement. The WFRBS 2012-C8 master servicer is primarily responsible for servicing and administering, directly or through sub-servicers, the 100 Church Street loan combination when it is not a specially serviced mortgage loan and for making servicing advances with respect to the 100 Church Street loan combination. The series 2012-LC5 master servicer is primarily responsible
 
           

 
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for making debt service advances with respect to the 100 Church Street mortgage loan for the indirect benefit of the series 2012-LC5 certificateholders. The WFRBS 2012-C8 master servicer is primarily responsible for making debt service advances with respect to the 100 Church Street pari passu companion loan for the indirect benefit of the WFRBS 2012-C8 certificateholders.
 
           
     
Rialto Capital Advisors, LLC is the initial special servicer under the WFRBS 2012-C8 pooling and servicing agreement. The WFRBS 2012-C8 special servicer is responsible for servicing the 100 Church Street loan combination following the occurrence of one or more specified events that cause that loan combination to become a specially serviced mortgage loan. Rialto Capital Advisors, LLC was designated the initial WFRBS 2012-C8 special servicer by an affiliate of Rialto Real Estate Fund, LP, which affiliate is the initial WFRBS 2012-C8 majority subordinate certificateholder.
 
           
     
Deutsche Bank Trust Company Americas is the initial trustee under the WFRBS 2012-C8 pooling and servicing agreement. The WFRBS 2012-C8 trustee will be primarily responsible for back-up advancing if the WFRBS 2012-C8 master servicer fails to perform its obligations to make servicing advances with respect to the 100 Church Street loan combination and will be the mortgagee of record with respect to the 100 Church Street loan combination. The WFRBS 2012-C8 custodian on behalf of the WFRBS 2012-C8 trustee, will hold the mortgage file for the 100 Church Street loan combination, except that the original promissory note evidencing the 100 Church Street mortgage loan will be held by the series 2012-LC5 custodian on behalf of the series 2012-LC5 trustee.
 
           
     
Pentalpha Surveillance LLC is the initial trust advisor under the WFRBS 2012-C8 pooling and servicing agreement. The WFRBS 2012-C8 pooling and servicing agreement provides for a trust advisor with rights and duties in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to the rights and duties of the series 2012-LC5 trust advisor in connection with the servicing and administration of loans other than the 100 Church Street loan combination under the series 2012-LC5 pooling and servicing agreement.
 
           
     
The WFRBS 2012-C8 pooling and servicing agreement grants to a designated WFRBS 2012-C8 majority subordinate certificateholder various rights in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to those granted to the series 2012-LC5 majority subordinate certificateholder under the series 2012-LC5 pooling and servicing agreement in connection with the servicing and administration of the mortgage loans other than the 100 Church Street loan combination.
 
           
 
 
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The WFRBS 2012-C8 pooling and servicing agreement grants to a designated WFRBS 2012-C8 subordinate class representative various rights in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to those granted to the series 2012-LC5 subordinate class representative under the series 2012-LC5 pooling and servicing agreement in connection with the servicing and administration of the mortgage loans other than the 100 Church Street loan combination.
 
           
     
See “Risk Factors—Other Risks—Split Loan Structures May Adversely Affect Net Cash Flow to Sponsors, Which May Reduce Sponsors’ Commitment to Effective Management of the Mortgaged Properties,” “Description of the Mortgage Pool— Split Loan Structure,” Transaction Parties—Affiliations and Certain Relationships Among Certain Transaction Parties” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” and “—Servicing of the Non-Serviced Pari Passu Mortgage Loan” in this prospectus supplement.
 
           
 
Significant Obligors
 
The mortgaged property described in Annex A-3 and in “Transaction Parties—Significant Obligors” securing the mortgage loan identified on Annex A-1 to this prospectus supplement as Westside Pavilion secures approximately 12.1% of the mortgage pool and consequently is a ‘‘significant obligor’’ with respect to this offering. The borrower under such mortgage loan is Macerich Westside Pavilion Property LLC. See “Transaction Parties—Significant Obligors” in this prospectus supplement and the descriptions of the Westside Pavilion mortgage loan in Annex A-3 to this prospectus supplement.
 
           
 
Affiliations and Certain
Relationships Among
Certain Transaction
Parties
 
 
 
 
Wells Fargo Bank, National Association, a sponsor, originator and mortgage loan seller, is also the master servicer and the certificate administrator, the tax administrator, the certificate registrar and the custodian under this securitization, the WFRBS 2012-C8 master servicer, the WFRBS 2012-C8 swap counterparty and the WFRBS 2012-C8 certificate administrator, the WFRBS 2012-C8 tax administrator, the WFRBS 2012-C8 certificate registrar and the WFRBS 2012-C8 custodian under the WFRBS 2012-C8 securitization and an affiliate of Wells Fargo Commercial Mortgage Securities, Inc., the depositor, and of Wells Fargo Securities, LLC, one of the underwriters.
 
           
     
The Royal Bank of Scotland plc and RBS Financial Products Inc. are affiliates and each is a sponsor, originator and mortgage loan seller, and each is an affiliate of RBS Securities Inc., one of the underwriters.
 
           
     
Ladder Capital Finance LLC is an affiliate of Ladder Capital Securities LLC, one of the underwriters.
 
           
 
 
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Wells Fargo Bank, National Association is the purchaser under a repurchase agreement with an affiliate of Ladder Capital Finance LLC for the purpose of providing short-term warehousing of mortgage loans originated or acquired by Ladder Capital Finance LLC and its affiliates. Ten (10) of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, with an aggregate principal balance that is projected to equal, as of the cut-off date, $193,652,431, are (or, as of the closing date for this securitization, are expected to be) subject to that repurchase facility, and proceeds received by Ladder Capital Finance LLC in connection with the transfer of the related mortgage loans to the depositor will be used, among other things, to reacquire all such mortgage loans, indirectly through the applicable affiliate of Ladder Capital Finance LLC, from Wells Fargo Bank, National Association in accordance with the terms of the related repurchase agreement, free and clear of any liens.
 
         
     
Pursuant to certain interim servicing agreements between Ladder Capital Finance LLC and certain of its affiliates, on the one hand, and Wells Fargo Bank, National Association, on the other hand, Wells Fargo Bank, National Association acts as interim servicer with respect to certain of the mortgage loans owned from time to time by Ladder Capital Finance LLC and those affiliates thereof, including, prior to their inclusion in the issuing entity, all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor, which mortgage loans are projected to have an aggregate principal balance as of the cut-off date of approximately $457,891,673. In addition, Wells Fargo Bank, National Association acts as interim custodian with respect to the loan documents for all of the mortgage loans that Ladder Capital Finance LLC will transfer to the depositor.
 
         
     
Pursuant to an interim servicing agreement among Wells Fargo Bank, National Association, The Royal Bank of Scotland plc and RBS Financial Products Inc., each a sponsor, originator and mortgage loan seller and an affiliate of an underwriter, Wells Fargo Bank, National Association acts (from time to time) as primary servicer with respect to mortgage loans owned by The Royal Bank of Scotland plc and RBS Financial Products Inc., including, prior to their inclusion in the trust fund, some or all of the mortgage loans transferred by The Royal Bank of Scotland plc and RBS Financial Products Inc.
 
         
     
In the case of the mortgaged properties identified on Annex A-1 to this prospectus supplement as Academy Sports + Outdoors - Snellville, Academy Sports + Outdoors - Columbia and Dollar General - Yulee, which secure mortgage loans collectively representing approximately 0.9% of the aggregate principal balance of the mortgage loans as of the cut-off date, the related mortgage loan seller (Ladder Capital Finance LLC) and one of the underwriters (Ladder Capital Securities LLC) are affiliates of the related borrowers. Each of the related mortgage loans was originated by Ladder Capital Finance LLC or an affiliate thereof.
 
         
     
In addition, with respect to certain mortgage loans, the related mortgage loan seller, an affiliate thereof or another participant
 
         
 
 
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in this securitization holds a mezzanine or other similar loan secured by direct or indirect equity interests in the related mortgage borrower. In one such case, the mezzanine lender holds a contingent interest in a portion of the amount by which the proceeds of a sale or refinancing of the related mortgaged properties (or, in some cases, the appraised value of the related mortgaged properties) exceeds an agreed upon base amount, and payment of such contingent interest is triggered upon the occurrence of a sale or refinancing of any of the related mortgaged properties or the maturity of the related mezzanine loan. See “Description of the Mortgage Pool— Subordinate and/or Other Financing—Existing (Secured Financing and Mezzanine and Similar Financing)” and “Transaction Parties—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement.
 
         
     
Rialto Capital Advisors, LLC, the special servicer, is an affiliate of the entity expected to (a) purchase the Class E, F and G certificates on the closing date, (b) become the initial majority subordinate certificateholder and (c) be appointed as the initial subordinate class representative. Rialto Capital Advisors, LLC is also the initial special servicer under the WFRBS 2012-C8 securitization, under which the non-serviced pari passu mortgage loan is serviced, and an affiliate of the initial majority subordinate certificateholder under the WFRBS 2012-C8 securitization.
 
         
     
The roles and relationships described above may give rise to conflicts of interest. See “Risk Factors—Risks Related to the Offered Certificates—Various Other Securitization-Level Conflicts of Interest May Have an Adverse Effect on Your Offered Certificates”, “—Potential Conflicts of Interest of the Underwriters and Their Affiliates” and “—Potential Conflicts of Interest in the Selection of the Mortgage Loans” and “Transaction Parties—The Sponsors, Mortgage Loan Sellers and Originators” and “—Affiliations and Certain Relationships Among Certain Transaction Parties” in this prospectus supplement and see “The Depositor” and “The Sponsor” in the accompanying prospectus.
 
         
 
Significant Dates and Periods
 
         
 
Cut-off Date
 
The mortgage loans will be considered part of the trust fund as of their respective cut-off dates. The cut-off date with respect to each mortgage loan is the due date for the monthly debt service payment that is due in September 2012 (or, in the case of any mortgage loan that has its first due date in October or November 2012, the date that would have been its due date in September 2012 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month).
 
         
 
Closing Date
 
The date of initial issuance for the certificates will be on or about September 28, 2012.
 
         
 
Determination Date
 
The determination date will be the 11th day of each month, or, if that day is not a business day, the next succeeding business day. The close of business on the determination date is the
 
         
 
 
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monthly cut-off date for information regarding the mortgage loans that must be reported to the holders of the certificates on the distribution date in that month.
 
           
 
Distribution Date
 
Distributions on the certificates are scheduled to occur monthly on the fourth business day following the related determination date, commencing in October 2012. The first distribution date is anticipated to be October 17, 2012.
 
           
 
Record Date
 
The record date for each monthly distribution on the certificates will be the last business day of the prior calendar month, except as may otherwise be described in this prospectus supplement with respect to final distributions.
 
           
 
Business Day
 
Under the pooling and servicing agreement, a business day will be any day other than a Saturday, a Sunday or a day on which banking institutions in California, Delaware, Georgia, New York, North Carolina or Florida or any of the jurisdictions in which the respective primary servicing offices of the master servicer and the special servicer and the corporate trust offices of the certificate administrator and the trustee are located, or the New York Stock Exchange or the Federal Reserve System of the United States of America, are authorized or obligated by law or executive order to remain closed.
 
           
 
Collection Period
 
Amounts available for distribution on the certificates on any distribution date will depend in part on the payments and other collections received on or with respect to the mortgage loans during the related collection period, and any advances of payments due (without regard to grace periods) during that collection period. In general, each collection period—
 
           
     
will relate to a particular distribution date,
 
           
     
will be approximately one calendar month long,
 
           
     
will begin when the prior collection period ends or, in the case of the first collection period, will begin as of the respective cut-off dates for the mortgage loans, and
 
           
     
will end at the close of business on the determination date immediately preceding the related distribution date (or, in the case of the non-serviced pari passu mortgage loan and solely for the purpose of determining the amount available for distribution on the certificates for any distribution date, one business day after such determination date).
 
           
 
Interest Accrual Period
 
The interest accrual period for each class of offered certificates for each distribution date will be the calendar month immediately preceding the month in which that distribution date occurs. Interest on the offered certificates will be calculated assuming that each month has 30 days and each year has 360 days.
 
           
 
Assumed Final
Distribution Dates
 
 
Set forth in the table below is the month and year of the distribution date on which each class of offered certificates is expected to be paid in full, based upon structuring assumptions which include, without limitation, assuming 0%
 

 
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CPR and no delinquencies, losses, modifications, extensions of maturity dates, repurchases, sales or prepayments of the mortgage loans after the cut-off date, except that each mortgage loan with an anticipated repayment date is assumed to repay in full on its anticipated repayment date. See the definition of structuring assumptions in Annex B to this prospectus supplement. The actual final distribution date for each class of offered certificates may be earlier or later (and could be substantially earlier or later) than the assumed final distribution date for that class.
 
                   
     
Offered Class
 
Assumed Final
Distribution Date*
   
     
Class A-1
 
June 2017               
   
     
Class A-2
 
September 2017               
   
     
Class A-3
 
September 2022               
   
     
Class A-SB
 
April 2022               
   
     
Class A-S
 
September 2022               
   
     
Class B
 
September 2022               
   
     
Class C
 
September 2022               
   
                   
                   
     
*
Calculated based on a 0% CPR and the “structuring assumptions” described in Annex B to this prospectus supplement.
 
                   
 
Rated Final Distribution
Date
 
 
To the extent described in this prospectus supplement, the ratings of each class of offered certificates address the likelihood of the timely distribution of interest and the ultimate distribution of principal due on the certificates of that class on or before the distribution date in October 2045. See “Ratings” in each of this prospectus supplement and the accompanying prospectus.
 
                   
 
Control and Consultation
Periods
 
 
The rights of various parties to replace the special servicer and approve or consult with respect to certain material actions of the special servicer under the pooling and servicing agreement will vary according to defined periods and other provisions, as summarized below. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement.
 
                   
     
Subordinate Control Period. A “subordinate control period” will exist when the Class E certificates have an aggregate principal balance, net of any appraisal reduction amounts notionally allocated in reduction of the principal balance of that class, that is not less than 25% of its initial principal balance. In general, during a subordinate control period, (i) the subordinate class representative will be entitled to grant or withhold approval of asset status reports prepared, and material servicing actions proposed, by the special servicer, and (ii) the subordinate class representative will be entitled to terminate and replace the special servicer with or without cause. The trust advisor will not have approval rights and generally will have no right to consult with respect to actions of the special servicer during a subordinate control period.
 
                   
                   
                   
 
 
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Collective Consultation Period. A “collective consultation period” will exist when the Class E certificates have an aggregate principal balance that both (i) as notionally reduced by any appraisal reduction amounts allocable to that class, is less than 25% of its initial principal balance and (ii) without regard to any appraisal reduction amounts allocable to that class, is 25% or more of its initial principal balance. In general, during a collective consultation period, the special servicer will be required to consult with each of the subordinate class representative and the trust advisor in connection with asset status reports and material special servicing actions with respect to the mortgage loans. The subordinate class representative will have no right to terminate and replace the special servicer during a collective consultation period.
 
           
   
Senior Consultation Period. A “senior consultation period” will exist when either (i) the Class E certificates have an aggregate principal balance, without regard to any appraisal reduction amounts allocable to that class, that is less than 25% of its initial principal balance or (ii) during such time as the Class E certificates are the most subordinate class of control-eligible certificates that have a then outstanding principal balance, net of appraisal reduction amounts, at least equal to 25% of its initial principal balance, the then majority subordinate certificateholder has irrevocably waived its right to appoint a subordinate class representative and to exercise any of the rights of the majority subordinate certificateholder or cause the exercise of the rights of the subordinate class representative and such rights have not been reinstated to a successor majority subordinate certificateholder as set forth in the pooling and servicing agreement. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—The Majority Subordinate Certificateholder and the Subordinate Class Representative” in this prospectus supplement. In general, during a senior consultation period, the special servicer will be required to consult with the trust advisor in connection with asset status reports and material special servicing actions. During any senior consultation period, no subordinate class representative will be recognized or have any right to replace the special servicer or approve or be consulted with respect to “asset status reports” or material special servicing actions.
 
           
     
In addition, (i) during any collective consultation period or senior consultation period, the special servicer may also be terminated and replaced without cause upon the affirmative direction of certificate owners holding not less than 75% of the appraisal-reduced voting rights of all certificates, following a proposal from certificate owners holding not less than 25% of the appraisal-reduced voting rights of all certificates, and (ii) during any senior consultation period, the special servicer may also be terminated and replaced without cause upon the affirmative direction of certificate owners holding not less than 75% of the appraisal-reduced voting rights of all certificates, following the recommendation of termination from the trust advisor if it believes that the special servicer is not performing its duties as required under the pooling and servicing
 
         

 
S-17

 

     
agreement or is otherwise not acting in accordance with the servicing standard.
 
           
     
Notwithstanding any contrary provision described above, the time periods and provisions described above generally will not apply to the servicing and administration of the 100 Church Street loan combination. The WFRBS 2012-C8 pooling and servicing agreement sets forth time periods and corresponding relative rights of the WFRBS 2012-C8 subordinate class representative, WFRBS 2012-C8 majority subordinate certificateholder, WFRBS 2012-C8 trust advisor and WFRBS 2012-C8 certificateholders in connection with the servicing and administration of loans (including the 100 Church Street loan combination) under that agreement that are similar to the time periods and corresponding relative rights of the series 2012-LC5 subordinate class representative, series 2012-LC5 majority subordinate certificateholder, series 2012-LC5 trust advisor and series 2012-LC5 certificateholders under the series 2012-LC5 pooling and servicing agreement as generally described above. The relevant time periods under each of the WFRBS 2012-C8 pooling and servicing agreement and the series 2012-LC5 pooling and servicing agreement are defined by reference to the loans held (whether or not serviced) by the trust fund established and the securities issued under that agreement. The existence or absence of a subordinate control period, collective consultation period or senior consultation period under one such pooling and servicing agreement will not by itself affect the existence or absence of a subordinate control period, collective consultation period or senior consultation period under the other pooling and servicing agreement.
 
           
     
See “Servicing of the Mortgage Loans and Administration of the Trust Fund” in this prospectus supplement.
 
           
 
The Trust Fund
 
           
 
Creation of the Trust Fund
 
We will use the net proceeds from the issuance and sale of the certificates as the consideration to purchase the mortgage loans that will back those certificates from the mortgage loan sellers. Promptly upon acquisition, we will transfer those mortgage loans to the trust fund in exchange for the certificates.
 
         
 
A.  General Considerations
 
When reviewing the information that we have included in this prospectus supplement with respect to the mortgage loans, please note that—
 
           
 
 
All numerical information provided with respect to any individual mortgage loans, group of mortgage loans or the mortgage loans as a whole is provided on an approximate basis.
 
           
 
 
All weighted average information provided with respect to the mortgage loans or any sub-group of mortgage loans reflects a weighting based on their respective cut-off date principal balances. We will transfer the principal balance as of the cut-off date for each of the mortgage loans to the trust fund.
 
           

 
S-18

 
 
     
In presenting the principal balances of the mortgage loans as of the cut-off date, we have assumed that all scheduled payments of principal and/or interest due on the mortgage loans on or before the cut-off date are timely made, and no prepayments or other unscheduled collections of principal are received with respect to any of the mortgage loans during the period from August 1, 2012 up to and including the cut-off date.
 
           
     
With respect to each of the 100 Church Street mortgage loan, with respect to which the related mortgaged property also secures a pari passu companion loan, we generally present the loan-to-value ratio, debt service coverage ratio, debt yield and cut-off date balance per net rentable square foot or unit, as applicable, in this prospectus supplement in a manner that takes account of that mortgage loan and its related pari passu companion loan.
 
           
     
Two of the mortgage loans, representing approximately 0.8% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date by allocated loan amount, are cross-collateralized and cross-defaulted with each other. In general, when a mortgage loan is cross-collateralized and cross-defaulted with one or more other mortgage loans, we present the information regarding those mortgage loans as if each of them were secured only by the related mortgaged property identified on Annex A-1 to this prospectus supplement, except that (other than as described below) loan-to-value ratio, debt service coverage ratio, debt yield and loan per unit or square foot information is presented for a cross-collateralized group on an aggregate and/or weighted average basis, as applicable, in the manner described in this prospectus supplement. None of the mortgage loans in the trust fund will be cross-collateralized with any mortgage loan that is not in the trust fund (except as described in this prospectus supplement with respect to the mortgage loan secured by the mortgaged property identified on Annex A-1 to this prospectus supplement as 100 Church Street, which also secures a pari passu companion loan that is not included in the trust fund).
 
           
     
Six (6) of the mortgage loans, representing approximately 9.0% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, provide for an increase in the related interest rate after a certain date, referred to as the anticipated repayment date, if the related borrower has not repaid the mortgage loan in full on such date. See “Description of the Mortgage Pool—ARD Loans” in this prospectus supplement.
 
           
     
The information for mortgage loans secured by more than one mortgaged property in this prospectus supplement is generally based on allocated loan amounts as stated in Annex A-1 when information is presented relating to mortgaged properties and not mortgage loans.
 
           

 
S-19

 
 
B.  General Characteristics
 
As of the cut-off date, the mortgage loans are expected to have the following characteristics:
 
         
     
Cut-off date pool balance
   
$1,277,164,194
 
     
Number of mortgage loans
   
70
 
     
Number of mortgaged properties
   
124
 
     
Percentage of multi-property mortgage loans and cross-collateralized groups
   
27.0%
 
     
Largest cut-off date principal balance
   
$155,000,000
 
     
Smallest cut-off date principal balance
   
$875,000
 
     
Average cut-off date principal balance
   
$18,245,203
 
     
Highest mortgage interest rate
   
5.926%
 
     
Lowest mortgage interest rate
   
4.200%
 
     
Weighted average mortgage interest rate
   
4.807%
 
     
Longest original term to maturity or anticipated repayment date
   
121 months
 
     
Shortest original term to maturity or anticipated repayment date
   
60 months
 
     
Weighted average original term to maturity or anticipated repayment date
   
112 months
 
     
Longest remaining term to maturity or anticipated repayment date
   
121 months
 
     
Shortest remaining term to maturity or anticipated repayment date
   
57 months
 
     
Weighted average remaining term to maturity or anticipated repayment date
   
111 months
 
     
Highest debt service coverage ratio, based on underwritten net cash flow(1)
   
7.45x
 
     
Lowest debt service coverage ratio, based on underwritten net cash flow(1)
   
1.26x
 
     
Weighted average debt service coverage ratio, based on underwritten net cash flow(1)
   
1.86x
 
     
Highest cut-off date loan-to-value ratio(1)
   
76.0%
 
     
Lowest cut-off date loan-to-value ratio(1)
   
14.7%
 
     
Weighted average cut-off date loan-to-value ratio(1)
   
61.1%
 
     
Highest maturity date loan-to-value ratio(1)
   
67.9%
 
     
Lowest maturity date loan-to-value ratio(1)
   
12.1%
 
     
Weighted average maturity date loan-to-value ratio(1)
   
51.4%
 
     
Highest underwritten NOI debt yield ratio(1)
   
53.4%
 
     
Lowest underwritten NOI debt yield ratio(1)
   
8.4%
 
     
Weighted average underwritten NOI debt yield ratio(1)
   
11.9%
 
     
Highest underwritten NCF debt yield ratio(1)
   
48.1%
 
     
Lowest underwritten NCF debt yield ratio(1)
   
8.3%
 
     
Weighted average underwritten NCF debt yield ratio(1)
   
11.0%
 
             
           
     
(1)
In the case of the 100 Church Street mortgage loan, with respect to which the related mortgaged property also secures a pari passu companion loan, the debt service coverage ratio, the loan-to-value ratio and debt yield information is generally presented in this prospectus supplement in a manner that takes account of that mortgage loan and its related pari passu companion loan. Other than as noted, the debt service coverage ratio, loan-to-value ratio and debt yield information for each mortgage loan is presented in this prospectus supplement without regard to any other indebtedness (whether or not secured by the related mortgaged property, ownership interests in the related borrower or otherwise) that currently exists or that may be incurred by the related borrower or its owners in the future, in order to present statistics for the related mortgage loan not in combination with the other indebtedness. See “Description of the Mortgage Pool—Certain Characteristics of the Mortgage Pool” and “Description of the Mortgage Pool—Subordinate and/or Other Financing” in this prospectus supplement for information regarding the combined loan-to-value ratios and
 
 
 
 
S-20

 

       
debt service coverage ratios with respect to mortgage loans that have related mezzanine indebtedness outstanding. For mortgage loans having interest-only payments for their entire terms, 12 months of interest-only payments is used as the annual debt service for purposes of calculating the related debt service coverage ratios.
 
           
       
See Annex B to this prospectus supplement, “Risk Factors—Risks Related to the Mortgage Loans—Debt Service Coverage Ratio and Net Cash Flow Information is Based on Numerous Assumptions”, “Description of the Mortgage Pool—Net Cash Flow and Certain Underwriting Considerations”, and the footnotes to Annex A-1 for important general and specific information regarding the manner of calculation of the underwritten debt service coverage ratios, loan-to-value ratios and underwritten debt yield ratios that are presented in this prospectus supplement, including (in some cases) taking into account reserves in such calculations.
 
           
 
C.  Split Loan Structure
 
The mortgage loan identified on Annex A-1 to this prospectus supplement as 100 Church Street, representing approximately 6.3% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, is part of a split loan structure for which the same mortgage instrument also secures a note that is pari passu in right of payment with that mortgage loan and will not be included in the trust fund.
 
         
     
For convenience of reference, we refer to that mortgage loan as a “split mortgage loan structure” and the related loan combination as a “split loan structure” or “loan combination”.
 
         
     
The table below shows certain information with respect to the split mortgage loan structure:
 
         
     
Split Loan Structure
 
         
                                 
     
Mortgage Loan
 
Mortgage
Loan Cut-off
Date Loan
Balance
 
Mortgage
Loan as a
% of
Cut-off
Date Pool
Balance
 
Pari Passu
Companion
Loan Balance
as of Cut-off
Date
 
Total
Mortgage
Debt
 
     
100 Church Street
   
$
80,000,000
      6.3    
$
150,000,000
     
$
230,000,000
   
         
     
For more information regarding the split mortgage loan structure, see “Description of the Mortgage Pool—Split Loan Structure” in this prospectus supplement.
 
         
 
D.  Property Types
 
The table below shows the number of mortgaged properties operated primarily for each indicated purpose, and the aggregate cut-off date balance of, and percentage of the aggregate principal balance of, mortgage loans as of the cut-off date secured by each such property type:
 
         
     
Property Types
 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off Date
Balance(1)
 
% of Cut-off
Date Pool
Balance(1)
 
     
Retail
 
56
   
$
541,261,679
 
42.4
%
 
     
Office
 
7
     
282,817,733
 
22.1
   
     
Hospitality
 
32
     
244,304,500
 
19.1
   
     
Industrial
 
5
     
51,147,623
 
4.0
   
     
Self Storage
 
9
     
49,321,209
 
3.9
   
     
Mixed Use
 
5
     
46,297,624
 
3.6
   
     
Manufactured Housing Community
 
7
     
33,683,277
 
2.6
   
     
Multifamily
 
2
     
25,586,028
 
2.0
   
     
Other(2)
 
1
     
2,744,522
 
0.2
   
     
Total:
 
124
   
$
1,277,164,194
 
100.0
%
 
           
     
(1)
Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by
 
 
 
S-21

 
 
       
more than one mortgaged property is based upon allocated loan amounts as set forth in Annex A-1 to this prospectus supplement.
 
           
     
(2)
Consists of a fee interest in land that is subject to a ground lease granted by the borrower to another party, which owns the improvements. The related leasehold estate is operated as an office property and is not included in the trust.
 
           
 
E.  State Concentrations
 
The table below shows the states in which the mortgaged properties are located:
 
                           
     
State/Region
 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off Date
Balance(1)
 
% of Cut-off
Date Pool
Balance(1)
 
     
California
 
11
   
$
252,185,739
 
19.7
%
 
     
New York
 
5
     
247,930,797
 
19.4
   
     
Texas
 
29
     
184,213,099
 
14.4
   
     
Florida
 
12
     
113,390,946
 
8.9
   
     
Other(2)
 
67
     
479,443,613
 
37.5
   
     
Total:
 
124
   
$
1,277,164,194
 
100.0
%
 
           
           
     
(1)
Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth in Annex A-1 to this prospectus supplement.
 
           
     
(2)
Includes 24 other states and the District of Columbia.
 
           
 
F. Encumbered and
     
 
Other Interests
 
The table below shows the number of, the aggregate cut-off date balance of, and percentage of the aggregate principal balance of, mortgage loans as of the cut-off date secured by mortgaged properties for which the encumbered interest is as indicated:
 
                           
     
Encumbered Interest
 
Number of
Mortgaged
Properties
 
Aggregate
Cut-off Date
Balance(1)
 
% of Cut-off
Date Pool
Balance(1)
 
     
Fee
 
122
   
$
1,248,608,397
 
97.8
%
 
     
Leasehold
 
2
     
28,555,797
 
2.2
   
     
Total:
 
124
   
$
1,277,164,194
 
100.0
%
 
           
           
           
     
(1)
Because this table presents information relating to mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based upon allocated loan amounts as set forth in Annex A-1 to this prospectus supplement.
 
           
 
G. Amortization
       
 
Characteristics
 
The table below shows the amortization characteristics of the mortgage loans:
 
                           
     
Amortization Type
 
Number of
Mortgaged
Loans
 
Aggregate
Cut-off Date
Balance
 
% of Cut-off
Date Pool
Balance
 
     
Amortizing Balloon
 
52
   
$
748,950,793
 
58.6
%
 
     
Interest-only, Amortizing Balloon
 
7
     
296,720,000
 
23.2
   
     
Interest-only, Balloon
 
5
     
116,078,000
 
9.1
   
     
Interest-only, ARD
 
2
     
60,220,000
 
4.7
   
     
Amortizing ARD
 
3
     
30,995,401
 
2.4
   
     
Interest-only, Amortizing Balloon ARD
 
1
     
24,200,000
 
1.9
   
     
Total:
 
70
   
$
1,277,164,194
 
100.0
%
 
                           
 
 
S-22

 
 
           
 
H. Prepayment Restrictions
 
The table below shows an overview of the prepayment restrictions under the terms of the mortgage loans:
 
           
                           
     
Prepayment
Restriction(1)(2)
 
Number of
Mortgage
Loans
 
Aggregate
Cut-off Date
Balance
 
% of Cut-off
Date Pool
Balance
 
     
Lockout/Defeasance/ Open
 
54
   
$
983,614,373
 
77.0
%
 
     
Lockout/Greater of Yield Maintenance or Prepayment Premium/ Open
 
10
     
123,907,811
 
9.7
   
     
Lockout/Greater of Yield Maintenance or Prepayment Premium or Defeasance/Open
 
2
     
116,393,119
 
9.1
   
     
Greater of Yield Maintenance or Prepayment Premium/Open
 
1
     
41,955,891
 
3.3
   
     
Yield Maintenance/Yield Maintenance or Defeasance/Open
 
3
     
11,293,000
 
0.9
   
     
Total:
 
70
   
$
1,277,164,194
 
100.0
%
 
           
           
     
(1)
See Annex A-1 to this prospectus supplement for the type of provision that applies to each mortgage loan and the length of the relevant periods.
 
           
     
(2)
Exceptions apply to the restrictions in some circumstances. See “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Voluntary Prepayment and Defeasance Provisions” in this prospectus supplement and Annex A-1, including the footnotes thereto, to this prospectus supplement.
 
           
     
The mortgage loans generally permit voluntary prepayment without payment of a yield maintenance charge or any prepayment premium during a limited “open period” immediately prior to and including the stated maturity date as follows:
 
         
                         
   
Open Period
(Payments)
 
Number of
Mortgage Loans
 
Aggregate
Cut-off Date Balance
 
% of Cut-off
Date Pool Balance
 
   
2 to 3
 
10
     
$
185,058,991
   
14.5
%
 
   
4 to 6
 
57
       
947,805,204
   
74.2
   
   
7
 
3
       
144,300,000
   
11.3
   
   
Total:
 
70
     
$
1,277,164,194
   
100.0
%
 
           
 
I. Other Mortgage Loan
       
 
Features
 
As of the cut-off date, the mortgage loans had the following characteristics:
 
           
     
The most recent scheduled payment of principal and interest on any mortgage loan was not thirty days or more past due, and no mortgage loan has been thirty days or more past due in the past year.
 
           
     
Five (5) groups of mortgage loans, representing approximately 3.3%, 1.9%, 0.9%, 0.9% and 0.3%, respectively, of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, were made to borrowers that are affiliated with one another through partial or complete direct or indirect common ownership. See Annex A-1 to this prospectus supplement.
 
           
     
Twenty-nine (29) mortgaged properties, securing approximately 9.4% of the aggregate principal balance of the pool of mortgage loans as of the cut-off date (by
 
 
 
S-23

 

       
allocated loan amount), are each either wholly owner-occupied or 100.0% leased to a single tenant.
 
           
     
The mortgage interest rate for each mortgage loan is fixed for the remaining term of the loan, except for (i) increases resulting from the application of the default interest rate following a default, (ii) in the case of a mortgage loan with an anticipated repayment date, any increase described herein that may occur if the mortgage loan is not repaid by the anticipated repayment date and (iii) changes that result from any other loan-specific provisions that are described in the footnotes to Annex A-1 in this prospectus supplement.
 
           
     
No mortgage loan permits negative amortization or the deferral of accrued interest (except for excess interest that would accrue in the case of any mortgage loan having an anticipated repayment date after the applicable anticipated repayment date for such mortgage loan).
 
         
 
J. Removal of Loans from
     
 
the Mortgage Pool
 
One or more of the mortgage loans may be removed from the trust fund pursuant to the purchase rights and obligations described below.
 
         
 
Seller Repurchase
     
 
 and Substitution
 
Each mortgage loan seller will make representations and warranties with respect to the mortgage loans sold by it. Those representations and warranties are set forth in Annex C-1 and will be subject to the exceptions set forth in Annex C-2. If a mortgage loan seller discovers or has been notified of a material breach of any of its representations and warranties or a material defect in the documentation of any mortgage loan as described under “Description of the Mortgage Pool—Representations and Warranties” in this prospectus supplement, then that mortgage loan seller will be required either to cure the breach or defect, repurchase the affected mortgage loan from the trust fund, substitute the affected mortgage loan with another mortgage loan or make a loss of value payment based on such defect or breach. Ladder Capital Finance Holdings LLLP will guarantee payment in connection with the performance of such obligations on the part of Ladder Capital Finance LLC, which is an indirect subsidiary of Ladder Capital Finance Holdings LLLP. Any repurchase of a mortgage loan would have substantially the same effect on the offered certificates as a prepayment in full of such mortgage loan, except that the purchase will not be accompanied by any prepayment premium or yield maintenance charge. In addition, no late charges or default interest will be paid. See “Description of the Mortgage Pool—Cures, Repurchases and Substitutions” in this prospectus supplement and “Description of the Pooling and Servicing Agreements—Representations and Warranties; Repurchases” in the accompanying prospectus.
 
         
 
Sale of Defaulted Mortgage
     
 
Loans
 
Except as described below with respect to the 100 Church Street mortgage loan, the special servicer will have authority under the pooling and servicing agreement to offer to sell to any person (or offer to purchase) a mortgage loan if the
 
         
 
 
S-24

 

     
applicable mortgage loan is a specially serviced mortgage loan and the special servicer determines that no satisfactory arrangements can be made for collection of delinquent payments, or an REO property after its acquisition, and such a sale would be in the best economic interest of the trust on a net present value basis. If the special servicer so sells a specially serviced mortgage loan or REO property, the special servicer is generally required to accept the highest offer received from any person as described more fully in “Servicing of the Mortgage Loans and Administration of the Trust Fund—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in this prospectus supplement and “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” in the accompanying prospectus.
 
         
     
Notwithstanding any contrary provision described above, the special servicer will have no authority to sell or purchase the 100 Church Street mortgage loan under the provisions described above. The WFRBS 2012-C8 pooling and servicing agreement authorizes the WFRBS 2012-C8 special servicer to offer to sell (or offer to purchase) for cash the 100 Church Street loan combination if the loan combination is a specially serviced mortgage loan and the WFRBS 2012-C8 special servicer determines that no satisfactory arrangements can be made for collection of delinquent payments, or an REO property related to the 100 Church Street loan combination, and such a sale would be in the best economic interest of the trust and the WFRBS 2012-C8 trust (as the holders of the related pari passu companion loan) collectively on a net present value basis. If the WFRBS 2012-C8 special servicer so sells the 100 Church Street loan combination or related REO property, it is generally required to accept the highest offer received from any person as described more fully in “Description of the Mortgage Pool—Split Loan Structure—Sale of Defaulted Mortgage Loans” and “Servicing of the Mortgage Loans and Administration of the Trust Fund—Servicing of the Non-Serviced Pari Passu Mortgage Loan” in this prospectus supplement. In connection with any such loan sale, the WFRBS 2012-C8 special servicer is required to sell both the 100 Church Street mortgage loan and the related pari passu companion together as a whole loan.
 
         
 
Defaulted Loan Purchase
     
 
Options
 
Pursuant to the related intercreditor agreements, the holders of any mezzanine loan incurred by the owners of a borrower generally have an option to purchase the related mortgage loan from the trust fund following a material default. The applicable purchase price is generally not less than the sum of the outstanding principal balance of the mortgage loan together with accrued and unpaid interest, outstanding servicing advances and certain other costs or expenses (including liquidation fees in certain circumstances). The purchase price will generally not include any prepayment premium or yield maintenance charge. In addition, no late charges or default interest will be paid in connection with any purchase described above. See “Servicing of the Mortgage Loans and Administration of the Trust Fund—Procedures With Respect to Defaulted Mortgage Loans and REO Properties” in
 
         
 
 
S-25

 

     
this prospectus supplement and “Description of the Pooling and Servicing Agreements—Realization upon Defaulted Mortgage Loans” in the accompanying prospectus.
 
         
 
Description of the Offered Certificates
 
         
 
General
 
The trust will issue 15 classes of the certificates with an approximate aggregate principal balance at initial issuance equal to $1,277,164,194. We are offering the Class A-1, A-2, A-3, A-SB, A-S, B and C certificates by this prospectus supplement. The trust will also issue the Class X-A, X-B, D, E, F, G, V and R certificates, which are not offered hereby.
 
         
 
Certificate Principal
     
 
Balances
 
The Class A-1, A-2, A-3, A-SB, A-S, B and C certificates will each have principal balances. When referring to the principal balance certificates collectively, we are referring to the Class A-1, A-2, A-3, A-SB, A-S, B, C, D, E, F and G certificates. The Class X-A and X-B certificates will not have principal balances and the holders of those classes will not be entitled to distributions of principal. For purposes of calculating the amount of accrued interest with respect to those certificates, however, the Class X-A certificates will have an aggregate notional amount equal to the aggregate principal balance of the Class A-1, A-2, A-3, A-SB and A-S certificates outstanding from time to time and the Class X-B certificates will have a notional amount equal to the aggregate principal balance of the Class B and Class C Certificates outstanding from time to time.
 
         
     
Upon initial issuance, and subject to a permitted variance that depends on the mortgage loans deposited into the trust fund, each class of offered certificates will have the aggregate initial certificate principal balance set forth in the table below:
 
                           
     
Offered Class
 
Approx. Initial
Aggregate
Certificate
Principal
Balance
 
Approx. % of
Cut-off Date
Pool Balance
 
Approx. Initial
Credit
Support*
 
     
Class A-1
 
$
81,143,000
 
6.353
%
 
30.000
%
 
     
Class A-2
 
$
156,188,000
 
12.229
%
 
30.000
%
 
     
Class A-3
 
$
556,683,000
 
43.587
%
 
30.000
%
 
     
Class A-SB
 
$
100,000,000
 
7.830
%
 
30.000
%
 
     
Class A-S
 
$
124,524,000
 
9.750
%
 
20.250
%
 
     
Class B
 
$
76,630,000
 
6.000
%
 
14.250
%
 
     
Class C
 
$
41,508,000
 
3.250
%
 
11.000
%
 
     
 
     
*
The approximate initial credit support with respect to the Class A-1, A-2, A-3 and A-SB certificates represents the approximate credit enhancement for the Class A-1, A-2, A-3 and A-SB certificates in the aggregate.
 
           
     
The approximate initial credit support provided to each class of principal balance certificates at initial issuance is the aggregate initial certificate principal balance, expressed as a percentage of the aggregate principal balance of the pool of mortgage loans as of the cut-off date, of all classes of principal balance certificates that are subordinate to the indicated class with respect to rights to receive distributions of interest and principal and the allocation of realized losses. The level of credit enhancement available to any of the principal balance
 
 
 
 
S-26

 
 
     
certificates will change over time as a result of (i) the allocation and distribution of principal payments on or in respect of the mortgage loans (including as a result of default, casualty, condemnation or liquidation) and proceeds of repurchases or sales of mortgage loans as described herein and (ii) the allocation of realized losses and additional trust fund expenses as described herein.
 
         
 
Pass-Through Rates
 
The Class A-1, A-2, A-3, A-SB, A-S, B and C certificates will each bear interest. When referring to the interest-bearing certificates collectively, we are referring to the Class A-1, A-2, A-3, A-SB, X-A, X-B, A-S, B, C, D, E, F and G certificates. Each class of offered certificates will accrue interest at a pass-through rate. The approximate initial pass-through rates of the offered certificates are set forth in the following table:
 
         
     
Offered Class
 
Approx. Initial
Pass-Through Rate
 
     
Class A-1
 
0.6870%
 
     
Class A-2
 
1.8440%
 
     
Class A-3
 
2.9180%
 
     
Class A-SB
 
2.5280%
 
     
Class A-S
 
3.5390%
 
     
Class B
 
4.1420%
 
     
Class C
 
4.6930%
 
         
     
The pass-through rates for the Class A-1, A-2, A-3, A-SB, A-S and B certificates in each case will be a fixed rate per annum equal to the initial pass-through rate set forth opposite such class in the table. The pass-through rate for the Class C certificates will be a variable rate per annum equal to the lesser of (a) the initial pass-through rate set forth opposite such class in the table and (b) the weighted average of the net mortgage rates on the mortgage loans for the related distribution date.
 
         
     
The weighted average of the net mortgage interest rates on the mortgage loans for each distribution date will be calculated in the manner described under the heading “Description of the Offered Certificates—Distributions—Calculation of Pass-Through Rates” in this prospectus supplement.
 
         
 
Distributions
     
         
 
A. General
 
The certificate administrator will make distributions of interest and, if and when applicable, principal to the holders of the following classes of certificates entitled to those distributions, sequentially as follows:
 
         
     
Distribution Order(1)
 
Class
 
     
1st
 
A-1, A-2, A-3, A-SB, X-A(2) and X-B(2)
 
     
2nd
 
A-S