**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, 2022or**

**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 Computershare Trust Company, National Association, as agent for**

**Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principal executiveoffices 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 every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

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 “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Accelerated filer                                     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

If securities are registered pursuant to Section 12(b) of theAct, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements. o

Indicate by check mark whether any of those error correctionsare restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b). 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.

 

** **

**EXPLANATORY NOTES**

The Republic Plaza Mortgage Loan and the ConcordMills 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 Mortgage Loan andthe Concord Mills Mortgage Loan, are being serviced and administered pursuantto the Pooling and Servicing Agreement, which is incorporated by reference asExhibit 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 more than 5%, but less than 10%, of the pool assets of the issuing entity, the Depositorincluded in this Annual Report on Form 10-K an assessment of compliance withapplicable servicing criteria for PGIM Real EstateLoan Services, Inc. (formerly known as Prudential Asset Resources, Inc.) andan accountants’ attestation report pursuant to Item 1122 of Regulation AB.

U.S. Bank National Associationacts as trustee of the mortgage loans serviced under the Pooling and ServicingAgreement prior to October 17, 2022, and U.S. Bank Trust Company, NationalAssociation acts as trustee of the mortgage loans serviced under the Poolingand Servicing Agreement on and after October 17, 2022.  Pursuant to thePooling and Servicing Agreement, the trustee is required to provide anassessment of compliance with applicable servicing criteria solely with respectto Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds orguarantees regarding collections, cash flows or distributions, and any interestor other fees charged for such advances, are made, reviewed and approved asspecified in the transaction agreements). However, during the reporting period,the trustee did not perform any servicing function with respect to theservicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performedthe servicing function identified with respect to Item 1122(d)(2)(iii) ofRegulation AB, and each such party included Item 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe mortgage loans serviced under the Pooling and Servicing Agreement havedelivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

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 corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) of RegulationAB that looks to the functions that an entity performs, this party is 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. **

[Reserved]

**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.

**Item 9C.  Disclosure Regarding Foreign Jurisdictionsthat Prevent Inspections.**

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 Accountant 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 $23,258,181.28 for the twelve-month period ended December 31, 2022.

**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, as special servicer,U.S. Bank National Association, as trustee, and Wells Fargo Bank, NationalAssociation, as certificate administrator and custodian. 

From time to time, CWCapital Asset Management LLC, a Delawarelimited liability company (“CWCAM”), is a party to lawsuits and other legalproceedings as part of its duties as a special servicer (e.g., enforcement ofloan obligations) and/or arising in the ordinary course of business. Other thanas set forth in the following paragraphs, there are currently no legalproceedings pending, and no legal proceedings known to be contemplated bygovernmental authorities, against CWCAM or of which any of its property is thesubject, that are material to the certificateholders. 

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds (“Disputed Proceeds”) received by CWCAM inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York securing loans held by those trusts.  CWCAMwas the special servicer of such property.  The petition requests theState Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,that constitute gain-on-sale proceeds, with respect to each trust.  OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens.  On July 19, 2016, the State Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss.  On March 14, 2017, theFederal Court reserved the determination on the motion to hear CWCAM’s requestfor reconsideration 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.  OnJuly 14, 2022, the Second Circuit entered a decision affirming in part andreversing in part the SDNY Court’s decision and remanding to the SDNY Court forfurther proceedings.  The Second Circuit affirmed the SDNY’s Court holdingthat Penalty Interest and Yield Maintenance are paid before Gain-On-SaleProceeds.  The Second Circuit reversed and remanded for furtherproceedings that portion of the SDNY Court’s decision related to approximately$67.2 million in interest on advances.   On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement.  U.S. Bank National Association, asTrustee for the trusts, provided notice of the settlement to all parties ininterest via a notice program approved by the Court.  A hearing on thesettlement is scheduled for March 16, 2023.

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of the Original Complaint alleged breaches of a contract and fiduciary duties by CWCAM’saffiliate, CWCapital Investments LLC in its capacity as collateral manager forthe collateralized debt obligation transaction involving CWCapital Cobalt Vr,Ltd. In total, there are 14 counts pled in the Original Complaint. Of those 14,5 claims were asserted against CWCAM for aiding and abetting breach offiduciary duty, conversion and unjust enrichment. On May 23, 2018, the OriginalComplaint was dismissed for lack of subject matter jurisdiction.   OnJune 28, 2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaintin the Supreme Court of the State of New York, County of New York styled asCWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No.653277/2018 (the “New Complaint”).  The gravamen of the New Complaint isthe same as the previous complaint filed in the United State District Court forthe Southern District of New York.  In total there are 16 counts pled inthe New Complaint. Of those 16 counts, 5 claims were asserted against CWCAM foraiding and abetting breach of fiduciary duty, conversion and unjust enrichment,1 count seeks a declaratory judgement that the plaintiff has the right to enforcethe contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. On January 11, 2019, the plaintiff dismissed with prejudice thedeclaratory judgment and injunction counts.  The New Complaint and relatedsummons was not served on the defendants until July 13, 2018 and July 16,2018.  The plaintiff’s motion for a preliminary injunction was denied bythe court on July 31, 2018.  On August 3, 2018, the defendants, includingCWCAM, filed a motion to dismiss the New Complaint in its entirety. On August20, 2019, the court entered an order granting defendants’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI sought leave to filean appeal of the decision. The plaintiff also sought leave to appeal thedismissal of the claims against CWCAM.  Both requests for leave weredenied by the First Department.  On May 15, 2020, CWCI and CWCAM filed amotion to renew its motion to dismiss as to 4 of the remaining counts(including the remaining two counts against CWCAM for aiding and abettingbreach of fiduciary duty and unjust enrichment), based on a decision entered byJudge Failla in a trust instruction proceeding  in the US District Courtfor the Southern District of New York awarding summary judgment in favor ofCWCAM.  On September 7, 2021, the court denied the motion to renew. CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022.  On November 15, 2022, the FirstDepartment affirmed the court’s denial of the motion to renew.  On October1, 2021, CWCI and CWCAM moved to reargue the denial of the motion to renew (oralternatively, the motion to dismiss) with respect to certain of Cobalt’sclaims, including the remaining 2 claims against CWCAM, based on the FirstDepartment’s April 27, 2021 decision.  On March 24, 2022, the court deniedthe relief sought in the motion to reargue.  CWCI and CWCAM have appealedthe court’s decision on the motion to reargue and filed their opening brief onJuly 11, 2022.  The appeal was dismissed as being non-appealable on August30, 2022.  CWCAM believes that it has performed its obligations under therelated pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.   

In the last several years, U.S. Bank National Association(“U.S. Bank”) and other large financial institutions have been sued in theircapacity as trustee or successor trustee for certain residential mortgagebacked securities ("RMBS") trusts.  The complaints, primarilyfiled by investors or investor groups against U.S. Bank and similar institutions,allege the trustees caused losses to investors as a result of alleged failuresby the sponsors, mortgage loan sellers and servicers to comply with thegoverning agreements for these RMBS trusts.  Plaintiffs generally assertcauses of action based upon the trustees’ purported failures to enforcerepurchase obligations of mortgage loan sellers for alleged breaches ofrepresentations and warranties, notify securityholders of purported events ofdefault allegedly caused by breaches of servicing standards by mortgage loanservicers and abide by a heightened standard of care following alleged eventsof default.  

U.S. Bank denies liability and believes that it has performedits obligations under the RMBS trusts in good faith, that its actions were notthe cause of losses to investors, that it has meritorious defenses, and it hascontested 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 by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities asindenture trustee and successor special servicer, and three other institutionsin their respective transaction capacities, with respect to the DSTs and theStudent Loans.  This lawsuit is captioned The National Collegiate StudentLoan Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No.2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amendedon June 15, 2018, alleged that the DSTs have been harmed as a result ofpurported misconduct or omissions by the defendants concerning administrationof the trusts and special servicing of the Student Loans.  Since thefiling of the NCMSLT Action, certain Student Loan borrowers have made assertionsagainst U.S. Bank concerning special servicing that appear to be based oncertain allegations made on behalf of the DSTs in the NCMSLT Action.

U.S. Bank believes that it has performed its obligations asindenture trustee and special servicer in good faith and in compliance in allmaterial respects with the terms of the agreements governing the DSTs (the“Governing Agreements”), and accordingly that the claims against it in theNCMSLT Action are without merit.  

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 (the “ConsolidatedAction”).  U.S. Bank and other parties to the Consolidated Action havebriefed and argued motions for judgment on the pleadings pursuant to ChanceryCourt Rule 12(c) regarding disputed issues of contractual interpretation atissue in one or more of the cases comprising the Consolidated Action, includingthe NCMSLT Action.  The Court has not yet ruled on these motions or onU.S. Bank’s dismissal motion in the NCMSLT Action.

In December 2014, Phoenix Light SFLimited (Phoenix Light) and certain related entities filed a complaint in theUnited States District Court for the Southern District of New York allegingclaims against Wells Fargo Bank, N.A., in its capacity as trustee for a numberof residential mortgage-backed securities (RMBS) trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A.,as trustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. In July 2022, the district court dismissed Phoenix Light’s claims andcertain of the claims asserted by Commerzbank AG, and subsequently enteredjudgment in each case in favor of Wells Fargo Bank, N.A. In August 2022,Phoenix Light and Commerzbank AG appealed the district court’s decision to theUnited States Court of Appeals for the Second Circuit. The Company previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

**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. Exhibit and 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 prior to October 17, 2022 (Omitted.See Explanatory Notes.)

33.4        U.S. Bank Trust Company, National Association, as Trustee on and after October17, 2022 (Omitted. See Explanatory Notes.)

33.5        Wells Fargo Bank, National Association, asCertificate Administrator

33.6        Wells Fargo Bank, National Association, asCustodian

33.7        Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor

33.8        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.9        PGIM Real Estate LoanServices, Inc. (formerly known as Prudential Asset Resources, Inc.), as PrimaryServicer

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

33.12      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

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 Loanprior to October 17, 2022 (Omitted. See Explanatory Notes.)

33.16      U.S. Bank Trust Company, National Association, as Trustee of the Republic PlazaMortgage Loan on and after October 17, 2022 (Omitted. See Explanatory Notes.)

33.17      Wells Fargo Bank, National Association, asCustodian of the Republic Plaza Mortgage Loan (see Exhibit 33.6)

33.18      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Republic Plaza Mortgage Loan (see Exhibit 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, asServicing Function Participant for the Custodian (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 Loanprior to October 17, 2022 (Omitted. See Explanatory Notes.)

33.24      U.S. Bank Trust Company, National Association, as Trustee of the Concord MillsMortgage Loan on and after October 17, 2022 (Omitted. See Explanatory Notes.)

33.25      Wells Fargo Bank, National Association, asCustodian of the Concord Mills Mortgage Loan (see Exhibit 33.6)

33.26      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Concord Mills Mortgage Loan (see Exhibit 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 (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 prior to October 17, 2022 (Omitted.See Explanatory Notes.)

34.4        U.S. Bank Trust Company, National Association, as Trustee on and after October17, 2022 (Omitted. See Explanatory Notes.)

34.5        Wells Fargo Bank, National Association, asCertificate Administrator

34.6        Wells Fargo Bank, National Association, asCustodian

34.7        Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor

34.8        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.9        PGIM Real Estate LoanServices, Inc. (formerly known as Prudential Asset Resources, Inc.), as PrimaryServicer

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

34.12      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian

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 Loanprior to the October 17, 2022 (Omitted. See Explanatory Notes.)

34.16      U.S. Bank Trust Company, National Association, as Trustee of the Republic PlazaMortgage Loan on and after October 17, 2022 (Omitted. See Explanatory Notes.)

34.17      Wells Fargo Bank, National Association, asCustodian of the Republic Plaza Mortgage Loan (see Exhibit 34.6)

34.18      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Republic Plaza Mortgage Loan (see Exhibit 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 (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 Loanprior to October 17 2022 (Omitted. See Explanatory Notes.)

34.24      U.S. Bank Trust Company, National Association, as Trustee of the Concord MillsMortgage Loan on and after October 17, 2022 (Omitted. See Explanatory Notes.)

34.25      Wells Fargo Bank, National Association, asCustodian of the Concord Mills Mortgage Loan (see Exhibit 34.6)

34.26      Fintech Trust Advisors LLC d.b.a. CRED iQ, as TrustAdvisor of the Concord Mills Mortgage Loan (see Exhibit 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 (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 LoanServices, Inc. (formerly known as Prudential Asset Resources, Inc.), as PrimaryServicer

35.5        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator

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. 333-177891-03and 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 the Registrant pursuant to Item 601 ofRegulation S-K are listed above.

(c)           Not Applicable.

 

**SIGNATURES**

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

RBS Commercial Funding Inc.(Depositor)

/s/ AdamTrebing

AdamTrebing, President

(senior officer in charge ofsecuritization of the depositor)

Date: March 15, 2023

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