**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-177891-03**

**Central Index Key Number of the issuing entity:0001566543**

**WFRBS Commercial Mortgage Trust2013-C11**

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

** **

**Central Index Key Number of the depositor: 0001112998**

**RBS Commercial Funding Inc.**

**(exact name of the depositor as specified in itscharter)**

** **

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

**NatWest Markets Plc**

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

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

** **

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

**RBS Financial Products Inc.**

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

** **

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

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001541214**

**C-III Commercial Mortgage LLC**

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

** **

**Central Index Key Number of the sponsor: 0001555501**

**Liberty Island Group I LLC**

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

** **

**Central Index Key Number of the sponsor: 0001542105**

**Basis Real Estate Capital II, LLC**

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

** **

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

**the issuing entity)** | **38-3900543**

**38-3900544**

**38-3900545**

**38-7086333**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(203) 897-2700**

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

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

 

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

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

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

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

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company.  See the definitions of“large accelerated filer,” “accelerated filer,” “smaller reporting company,”and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

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

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

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

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

Not applicable.

 

The Republic Plaza Mortgage Loan and theConcord Mills Mortgage Loan, which constituted approximately 10.8% and 8.7%,respectively, of the asset pool of the issuing entity as of its cut-off date,are each an asset of the issuing entity and are each part of a loan combinationthat includes the Republic Plaza Mortgage Loan or the Concord Mills MortgageLoan and one other pari passu loan, which is not an asset of the issuingentity.  These loan combinations, including the Republic Plaza MortgageLoan and the Concord Mills Mortgage Loan, are being serviced and administeredpursuant to the Pooling and Servicing Agreement, which is incorporated byreference as Exhibit 4 to this Annual Report on Form 10-K. 

PGIMReal Estate Loan Services, Inc. (formerly known as Prudential Asset Resources,Inc.) is an affiliate of Liberty Island Group I LLC, one of the sponsors. Therefore, the Depositor included in this Annual Report on Form 10-K a servicercompliance statement for PGIM Real Estate Loan Services, Inc. (formerly knownas Prudential Asset Resources, Inc.) pursuant to Item 1123.  Because PGIMReal Estate Loan Services, Inc. (formerly known as Prudential Asset Resources,Inc.) is servicing less than 5% of the pool assets, an assessment of compliancewith applicable servicing criteria and an accountants’ attestation reportpursuant to Item 1122 of Regulation AB are not required by Regulation AB. As the attestation made in the servicer compliance statement required by Item1123 relates to a review of the servicing activities of PGIM Real Estate LoanServices, Inc. (formerly known as Prudential Asset Resources, Inc.) under theapplicable servicing agreement, and that review was conducted in conjunctionwith the servicer’s preparation of its assessment of compliance with applicableservicing criteria, that assessment of compliance with applicable servicingcriteria and the accompanying accountants’ attestation report are included inthis Annual Report on Form 10-K for the sake of completeness.

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

ThisAnnual Report on Form 10-K includes assessments of compliance with applicableservicing criteria and accountants’ attestation reports from CoreLogicSolutions, LLC. This entity was engaged by the master servicer under thePooling and Servicing Agreement (except with respect to those mortgage loansfor which PGIM Real Estate Loan Services, Inc. (formerly known as PrudentialAsset Resources, Inc.) is the primary servicer) and the primary servicer underthe Pooling and Servicing Agreement to remit tax payments received from theescrow accounts of borrowers to local taxing authorities, to report tax amountsdue, to verify tax parcel information, and to verify non-escrow tax payments. With respect to the reports provided as servicing function participant onbehalf of Wells Fargo Bank, National Association, these servicing functions areincluded within the servicing criteria set forth in Items 1122(d)(4)(xi) and1122(d)(4)(xii) of Regulation AB.  With respect to the reports provided asservicing function participant on behalf of PGIM Real Estate Loan Services,Inc. (formerly known as Prudential Asset Resources, Inc.), these servicingfunctions are included within the servicing criteria set forth in Items1122(d)(2)(ii), 1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) ofRegulation AB.  Therefore, under the principles-based definition of“servicer” set forth in Item 1101(j) of Regulation AB that looks to thefunctions that an entity performs, this vendor is a “servicer” for the purposesof Item 1122 of Regulation AB.  See Compliance andDisclosure Interpretations, Section 301.01 (Item 1101(j)).

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

 

 

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

**Item 1B.  Unresolved Staff Comments.**

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

**Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

**Item 7.  Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.**

Omitted.

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

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

The Republic Plaza Mortgage Loan(Mortgage Loan Number 1 on Annex A of the prospectus supplement of theregistrant relating to the issuing entity filed on February 8, 2013 pursuant toRule 424(b)(5)) constitutes a significant obligor within the meaning of Item1101(k)(2) of Regulation AB as disclosed in the prospectus supplement.  Inaccordance with Item 1112(b) of Regulation AB, the most recent unaudited netoperating income of the significant obligor was $23,917,559.55 for thetwelve-month period ended December 31, 2021.

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

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

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

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

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

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

From time totime, CWCapital Asset Management LLC, a Delaware limited liability company (“CWCAM”),is a party to lawsuits and other legal proceedings as part of its duties as aspecial servicer (e.g., enforcement of loan obligations) and/or arising in theordinary course of business.  Other than as set forth in the followingparagraphs, there are currently no legal proceedings pending, and no legalproceedings known to be contemplated by governmental authorities, against CWCAMor of which any of its property is the subject, that are material to thecertificateholders.

On December 17,2015, U.S. Bank National Association, the trustee under five pooling andservicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30,(ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank CommercialMortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v)ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with the SecondJudicial District Court of Ramsey County, Minnesota (the “State Court”)for a declaratory judgment as to the proper allocation of certain proceeds (“DisputedProceeds”) received by CWCAM in connection with the sale of the PeterCooper Village and Stuyvesant Town property in New York, New York securingloans held by those trusts.  CWCAM was the special servicer of suchproperty.  The petition requests the State Court to instruct the trustee,the trust beneficiaries, and any other interested parties as to the amount ofthe Disputed Proceeds, if any, that constitute penalty interest and/or theamount of the Disputed Proceeds, if any, that constitute gain-on-sale proceeds,with respect to each trust.  On February 24, 2016, CWCAM made a limitedappearance with the State Court to file a motion to dismiss this proceedingbased on lack of jurisdiction, mootness, standing and forum nonconveniens.  On July 19, 2016, the State Court denied CWCAM’s motion todismiss.  On July 22, 2016, the action was removed to federal court inMinnesota (“Federal Court”).  On October 21, 2016, the Federal Courtheld a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), amotion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  Cross motions for judgment on the pleadings were filed butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed inDecember, 2018 and expert discovery was completed on March 15, 2019.  Theparties submitted cross motions for summary judgment, and on March 19, 2020,the SDNY Court entered an opinion and order in which it granted summaryjudgment in CWCAM’s favor and held that CWCAM was entitled to the entire amountof penalty interest and that CWCAM’s determination of Yield Maintenance wascorrect.  In the 127-page opinion, the SDNY Court found for CWCAM on everyissue presented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated.  An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021. The partiesawait the decision of the appeals court.  

On December 1,2017, a complaint against CWCAM and others was filed in the United StatesDistrict Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, No. 17-cv-9463 (the “OriginalComplaint”).  The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC, in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr Ltd. In total, there arefourteen counts pled in the Original Complaint.  Of those fourteen, fiveclaims were asserted against CWCAM for aiding and abetting breach of fiduciaryduty, conversion and unjust enrichment.  On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.  On June28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint inthe Supreme Court of the State of New York, County of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, Index No. 653277/2018 (the “NewComplaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the SouthernDistrict of New York.  In total, there are sixteen counts pled in the NewComplaint.  Of those sixteen counts, five claims were asserted againstCWCAM for aiding and abetting breach of fiduciary duty, conversion and unjustenrichment, one count seeks a declaratory judgment that the plaintiff has theright to enforce the contracts in question and one count seeks an injunctionrequiring the defendants to recognize the plaintiff as the directing holder forthe trusts in question.  On January 11, 2019, the plaintiff dismissed withprejudice the declaratory judgment and injunction counts.  The NewComplaint and related summons were not served on the defendants until July 13,2018 and July 16, 2018.  The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018.  On August 3, 2018, thedefendants, including CWCAM, filed a motion to dismiss the New Complaint in itsentirety.  On August 20, 2019, the court entered an order grantingdefendants’ motion almost in its entirety, dismissing eleven of the sixteencounts and partially dismissing two additional counts.  Of the remainingcounts, two are asserted against CWCAM for aiding and abetting breach offiduciary duty and unjust enrichment.  On September 19, 2019, CWCapitalCobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019dismissal order and on September 26, 2019, filed an amended complaint againstCWCI and CWCAM attempting to address deficiencies relating to certain of theclaims dismissed by the August 20, 2019 order.  CWCI and CWCAM filed theirMotion to Dismiss the amended complaint on October 28, 2019.  The courtheard argument on the Motion to Dismiss the amended complaint on January 22,2020 and on October 23, 2020, the court granted the motion dismissing theamended claims.  On November 30, 2020, CWCapital Cobalt Vr Ltd. filed anotice of appeal relating to the October 23, 2020 dismissal order.  OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI.  CWCI has sought leave to file an appeal of thedecision.  Both requests for leave were denied by the First Department. The plaintiff has also sought leave to appeal the dismissal of the claimsagainst CWCAM.  CWCAM believes that it has performed its obligations underthe related pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.  

On January 24,2016 PSW NYC LLC commenced a complaint (the “PSW Complaint”) with theSupreme Court of the State of New York, County of New York (the “PSW Court”)against Bank of America, N.A. as trustee under the pooling and servicingagreements for Wachovia Bank Commercial Mortgage Trust 2007-C30 and COBALT CMBSCommercial Trust 2007-C2, U.S. Bank National Association as trustee under thepooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust2007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFC CommercialMortgage Trust 2007-6 (collectively, the “PSW Trusts”), PCV-M HoldingsLLC and CWCapital Asset Management LLC, individually and as special servicerfor the PSW Trusts (collectively, the “Defendants”), seeking either (a)damages in an amount to be determined by the PSW Court but alleged by theplaintiffs to be approximately $500,000,000, such amount being the amount PSWNYC LLC alleges would have been recovered on certain mezzanine loans (the “PCVSTMezzanine Loans”) related to the Peter Cooper Village and Stuyvesant Townproperty (the “PCVST Property”) in New York City which PSW NYC LLC soldto an entity related to the Defendants pursuant to a settlement agreementrelated to certain prior litigation (the “2010 Settlement Agreement”) or(b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property.  PSW NYCLLC alleges that the Defendants procured the 2010 Settlement Agreement by fraudand further that the terms of the 2010 Settlement Agreement were breached bythe Defendants.  On February 26, 2016, CWCAM on behalf of itself and theother Defendants filed a motion to dismiss the PSW Complaint (the “CWCAMMotion to Dismiss”).  On April 11, 2016, PSW NYC LLC opposed the CWCAMMotion to Dismiss and cross-moved for a partial summary judgment on liabilityregarding allegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”).  On May 5, 2016, the Defendants subsequently filedtheir reply and opposition to the PSW Cross-Motion.  On August 23, 2016,oral arguments were provided to the PSW Court regarding the PSW Complaint, theCWCAM Motion to Dismiss and the PSW Cross-Motion and the PSW Court took sucharguments under advisement.  On October 31, 2016, the PSW Court issued anorder granting the CWCAM Motion to Dismiss, denying the PSW Cross-Motion anddismissing the PSW Complaint with prejudice.  Subsequently, PSW NYC LLCfiled a notice of appeal relating to such order.  On February 21, 2017,PSW NYC LLC filed its appeal and supporting brief arguing that the PSW Courterred by finding no breach of the assignment agreement and no fraudulent inducement. Oral argument was heard on May 4, 2017 at which point the court took thearguments under advisement.  On May 25, 2017, the New York FirstDepartment appellate court affirmed the dismissal of all PSW claims and denieda request for leave to appeal to the New York Court of Appeals on September 12,2017.  

On March 31, 2016, RAIT Preferred Funding II, Ltd. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAIT Court”),claiming it owns $18,500,000 of a mortgage loan secured by the development ofthe One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating thatthe RAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”)stating that the claims in the RAIT Complaint were properly stated.  OnJune 30, 2016, CWCAM filed a reply in support of the Motion to Dismiss and in responseto the Opposition, stating that each of CWCAM’s arguments is supported by theexpress language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of a term ofthe 2016 Settlement by August 25, 2017 (or such later date agreed to by theparties), the RAIT Preferred Funding litigation will be dismissed withprejudice.  On May 19, 2017 the Borrower repaid the Loan in accordancewith the terms of the notes and satisfied the condition to dismissal withprejudice.  RAIT has refused to dismiss the case and is claiming that theB Note should be paid in full.  CWCAM believes that it has performed itsobligations under the Operative Agreements in good faith, and that the actionshould be dismissed with prejudice.  On August 29, 2017, the RAIT Courtgranted leave to RAIT Preferred Funding to amend its complaint.  OnSeptember 20, 2017, RAIT Preferred Funding filed an Amended Complaint (the “RAITAmended Complaint”), which omits its original claims, adds Wells Fargo Bankas a defendant, and seeks (a) specific performance requiring repayment of the$18,500,000 principal amount of the B Note or, in the alternative, monetarydamages, including the $18,500,000 principal amount of the B Note, in an amountto be determined at trial, (b) monetary damages on any fees paid to CWCAM asspecial servicer or Wells Fargo Bank as master servicer in connection with theborrower’s repayment of the Loan, (c) a declaratory judgment that RAIT PreferredFunding is entitled to recover the full $18,500,000 principal amount of the BNote, (d) punitive damages against CWCAM, and (e) other things.  OnOctober 11, 2017, CWCAM filed a motion to dismiss the RAIT Amended Complaint (“CWCAMMotion to Dismiss Amended Complaint”) stating that the RAIT AmendedComplaint did not state a claim and the essential facts of the RAIT AmendedComplaint are negated by the Operative Agreements and other admissibleevidentiary materials.  On November 13, 2017, Wells Fargo Bank filed amotion to dismiss the RAIT Amended Complaint (the “Wells Fargo Motion toDismiss Amended Complaint”) and joined the CWCAM Motion to Dismiss AmendedComplaint.  On January 29, 2018, the court dismissed all claims but forbreach of contract and discovery commenced.  CWCAM filed a Motion forSummary Judgment on March 18, 2019.   This matter was settled and thecase dismissed on May 15, 2019.

U.S. Bank National Association (“U.S. Bank”) and otherlarge financial institutions have been sued in their capacity as trustee orsuccessor trustee for certain residential mortgage backed securities (“RMBS”)trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

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

 

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

 

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

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

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

 

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

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

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

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on February 8, 2013 pursuant to Rule 424(b)(5).

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as ScheduleIII to the Pooling and Servicing Agreement incorporated by reference as Exhibit4 to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

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

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

**PART IV**

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

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

(1) Not applicable

(2) Not applicable

(3) See below

4             Pooling and Servicing Agreement, dated as of February 1,2013, by and among RBS Commercial Funding Inc., as Depositor, Wells Fargo Bank,National Association, as Master Servicer, Midland Loan Services, a Division ofPNC Bank, National Association, as Special Servicer, TriMont Real EstateAdvisors, Inc., as Trust Advisor, Wells Fargo Bank, National Association, asCertificate Administrator, as Tax Administrator and as Custodian and U.S. BankNational Association, as Trustee (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K/A filed on March 5, 2013 under Commission File No.333-177891-03 and incorporated by reference herein).

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

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

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        CWCapital Asset Management LLC, as Special Servicer

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

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor prior to July 8, 2021

33.7        Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor on and after July 8, 2021

33.8        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.9        PGIM Real Estate Loan Services, Inc. (formerlyknown as Prudential Asset Resources, Inc.), as Primary Servicer

33.10      CoreLogic Solutions, LLC, as Servicing FunctionParticipant for PGIM Real Estate Loan Services, Inc. (formerly known asPrudential Asset Resources, Inc.) (see Exhibit 33.8)

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

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

33.13      Wells Fargo Bank, National Association, as PrimaryServicer of the Republic Plaza Mortgage Loan (see Exhibit 33.1)

33.14      CWCapital Asset Management LLC, as Special Servicerof the Republic Plaza Mortgage Loan (see Exhibit 33.2)

33.15      U.S. Bank National Association, as Trustee of the Republic Plaza Mortgage Loan(Omitted.  See Explanatory Notes.)

33.16      Wells Fargo Bank, National Association, asCustodian of the Republic Plaza Mortgage Loan (see Exhibit 33.5)

33.17      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor of the Republic Plaza MortgageLoan prior to July 8, 2021 (see Exhibit 33.6)

33.18      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Republic Plaza Mortgage Loan on and after July 8, 2021 (seeExhibit 33.7)

33.19      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Republic Plaza Mortgage Loan (see Exhibit 33.8)

33.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.12)

33.21      Wells Fargo Bank, National Association, as PrimaryServicer of the Concord Mills Mortgage Loan (see Exhibit 33.1)

33.22      CWCapital Asset Management LLC, as Special Servicerof the Concord Mills Mortgage Loan (see Exhibit 33.2)

33.23      U.S. Bank National Association, as Trustee of the Concord Mills Mortgage Loan(Omitted.  See Explanatory Notes.)

33.24      Wells Fargo Bank, National Association, asCustodian of the Concord Mills Mortgage Loan (see Exhibit 33.5)

33.25      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor of the Concord Mills MortgageLoan prior to July 8, 2021 (see Exhibit 33.6)

33.26      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Concord Mills Mortgage Loan on and after July 8, 2021 (seeExhibit 33.7)

33.27      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Concord Mills Mortgage Loan (see Exhibit 33.8)

33.28      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1, 2021(see Exhibit 33.12)

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        CWCapital Asset Management LLC, as Special Servicer

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

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor prior to July 8, 2021

34.7        Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor on and after July 8, 2021

34.8        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.9        PGIM Real Estate Loan Services, Inc. (formerlyknown as Prudential Asset Resources, Inc.), as Primary Servicer

34.10      CoreLogic Solutions, LLC, as Servicing FunctionParticipant for PGIM Real Estate Loan Services, Inc. (formerly known asPrudential Asset Resources, Inc.) (see Exhibit 34.8)

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

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

34.13      Wells Fargo Bank, National Association, as PrimaryServicer of the Republic Plaza Mortgage Loan (see Exhibit 34.1)

34.14      CWCapital Asset Management LLC, as Special Servicerof the Republic Plaza Mortgage Loan (see Exhibit 34.2)

34.15      U.S. Bank National Association, as Trustee of the Republic Plaza Mortgage Loan(Omitted.  See Explanatory Notes.)

34.16      Wells Fargo Bank, National Association, asCustodian of the Republic Plaza Mortgage Loan (see Exhibit 34.5)

34.17      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor of the Republic Plaza MortgageLoan prior to July 8, 2021 (see Exhibit 34.6)

34.18      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Republic Plaza Mortgage Loan on and after July 8, 2021 (seeExhibit 34.7)

34.19      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Republic Plaza Mortgage Loan (see Exhibit 34.8)

34.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.12)

34.21      Wells Fargo Bank, National Association, as PrimaryServicer of the Concord Mills Mortgage Loan (see Exhibit 34.1)

34.22      CWCapital Asset Management LLC, as Special Servicerof the Concord Mills Mortgage Loan (see Exhibit 34.2)

34.23      U.S. Bank National Association, as Trustee of the Concord Mills Mortgage Loan(Omitted.  See Explanatory Notes.)

34.24      Wells Fargo Bank, National Association, asCustodian of the Concord Mills Mortgage Loan (see Exhibit 34.5)

34.25      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor of the Concord Mills MortgageLoan prior to July 8, 2021 (see Exhibit 34.6)

34.26      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Concord Mills Mortgage Loan on and after July 8, 2021 (seeExhibit 34.7)

34.27      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Concord Mills Mortgage Loan (see Exhibit 34.8)

34.28      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.12)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        CWCapital Asset Management LLC, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        PGIM Real Estate Loan Services, Inc. (formerlyknown as Prudential Asset Resources, Inc.), as Primary Servicer

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

35.6        Wells Fargo Bank, National Association, as PrimaryServicer of the Republic Plaza Mortgage Loan (see Exhibit 35.1)

35.7        CWCapital Asset Management LLC, as Special Servicerof the Republic Plaza Mortgage Loan (see Exhibit 35.2)

35.8        Wells Fargo Bank, National Association, as PrimaryServicer of the Concord Mills Mortgage Loan (see Exhibit 35.1)

35.9        CWCapital Asset Management LLC, as Special Servicerof the Concord Mills Mortgage Loan (see Exhibit 35.2)

99.1         Mortgage Loan Purchase Agreement, dated as of January 28,2013, between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc(filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filedon March 5, 2013 under Commission File No. 333-177891-03 and incorporated byreference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of January 28,2013, between RBS Commercial Funding Inc. and RBS Financial Products Inc.(filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K/A filedon March 5, 2013 under Commission File No. 333-177891-03 and incorporated byreference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of January 28,2013, between RBS Commercial Funding Inc. and Wells Fargo Bank, NationalAssociation (filed as Exhibit 99.3 to the registrant’s Current Report on Form8-K/A filed on March 5, 2013 under Commission File No. 333-177891-03 andincorporated by reference herein)

99.4         Mortgage Loan Purchase Agreement, dated as of January 28,2013, between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC(filed as Exhibit 99.6 to the registrant’s Current Report on Form 8-K/A filedon March 5, 2013 under Commission File No. 333-177891-03 and incorporated byreference herein)

99.5         Mortgage Loan Purchase Agreement, dated as of January 28,2013, among RBS Commercial Funding Inc., Liberty Island Group I LLC and LibertyIsland Group LLC (filed as Exhibit 99.5 to the registrant’s Current Report onForm 8-K/A filed on March 5, 2013 under Commission File No. 333-177891-03 andincorporated by reference herein)

99.6         Mortgage Loan Purchase Agreement, dated as of January 28,2013, among RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC andBasis Investment Group LLC (filed as Exhibit 99.4 to the registrant’s CurrentReport on Form 8-K/A filed on March 5, 2013 under Commission File No.333-177891-03 and incorporated by reference herein)

99.7         Primary Servicing Agreement, dated as of February 1,2013, between Wells Fargo Bank, National Association and Prudential AssetResources, Inc. (filed as Exhibit 99.7 to the registrant’s Current Report onForm 8-K/A filed on March 5, 2013 under Commission File No. 333-177891-03 andincorporated by reference herein)

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

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

RBS Commercial Funding Inc.(Depositor)

/s/ SimchaHerzog

SimchaHerzog, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 21, 2022