**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: 333-197550-02**

**Central Index Key Number of the issuing entity:0001623838**

**WFRBS Commercial Mortgage Trust2014-C25**

**(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: 0000740906**

**Wells Fargo Bank, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001592182**

**LMF Commercial, LLC**

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

**(formerly known as RialtoMortgage Finance, LLC)**

** **

**Central Index Key Number of the sponsor: 0001624053**

**Argentic Real Estate Finance LLC**

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

**(formerly known asSilverpeak Real Estate Finance LLC)**

** **

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

**Basis Real Estate Capital II, LLC**

**(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)**

** **

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

**the issuing entity)** | **38-3939281**

**38-3939282**

**38-3939283**

**38-7120321**

**(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 ifa smaller 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 Colorado Mills Mortgage Loan, whichconstituted approximately 11.4% of the asset pool of the issuing entity as ofits cut-off date, is an asset of the issuing entity and is part of a loancombination that includes the Colorado Mills Mortgage Loan and one other *paripassu* loan, which is not an asset of the issuing entity. This loancombination, including the Colorado Mills Mortgage Loan, is being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the St. Johns Town Center Mortgage Loan, whichconstituted approximately 11.4% of the asset pool of the issuing entity as ofits cut-off date.  The St. Johns Town Center Mortgage Loan is an asset ofthe issuing entity and is part of a loan combination that includes the St.Johns Town Center Mortgage Loan, one other *pari passu* loan and one subordinatecompanion loan, which are not assets of the issuing entity. The other *paripassu* portion of the loan combination was securitized in the WFRBSCommercial Mortgage Trust 2014-C24 transaction, Commission File Number333-195164-02 (the “WFRBS 2014-C24 Transaction”). This loan combination,including the St. Johns Town Center Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the WFRBS2014-C24 Transaction, which is incorporated by reference as Exhibit 4.2 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the AMCP Portfolio Mortgage Loan, whichconstituted approximately 0.9% of the asset pool of the issuing entity as ofits cut-off date.  The AMCP Portfolio Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the AMCPPortfolio Mortgage Loan and one other *pari passu* loan, which is not anasset of the issuing entity.This loan combination, including the AMCP PortfolioMortgage Loan, was serviced under the Pooling and Servicing Agreement for theissuing entity prior to the closing of the securitization of the other *paripassu* portion of the AMCP Portfolio loan combination in the Wells FargoCommercial Mortgage Trust 2015-C26 transaction, Commission File Number333-195164-04 (the “WFCMT 2015-C26 Transaction”).  After theclosing of the WFCMT 2015-C26 Transaction on February 13, 2015, this loancombination, including the AMCP Portfolio Mortgage Loan was, and will continueto be, serviced and administered pursuant to the pooling and servicingagreement with respect to the WFCMT 2015-C26 Transaction, which is incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the master servicer (except withrespect to those mortgage loans for which PGIM Real Estate Loan Services, Inc.(formerly known as Prudential Asset Resources, Inc.) is the primary servicer)and certificate administrator of the mortgage loans serviced under thePooling and Servicing Agreement and the primary servicer of the St. Johns TownCenter Mortgage Loan and the AMCP Portfolio Mortgage Loan. As a result, WellsFargo Bank, National Association is a “servicer” as defined in Item1108(a)(2)(iii) of Regulation AB, in the capacities described above, because itis servicing mortgage loans that constituted 10% or more of the assets of theissuing entity as of its cut-off date. The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements delivered by Wells Fargo Bank, National Association inthe capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the St.Johns Town Center Mortgage Loan and the AMCP Portfolio Mortgage Loan.  Asa result, Wells Fargo Bank, National Association is a servicing functionparticipant in the capacities described above, because it is servicing mortgageloans that constituted 5% or more of the assets of the issuing entity as of itscut-off date. The assessments of compliance with applicable servicing criteriaand accountants’ attestation reports delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

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 Loan Services,Inc. (formerly known as Prudential Asset Resources, Inc.) under the applicableservicing agreement, and that review was conducted in conjunction with theservicer’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.

Pentalpha Surveillance LLC is thetrust advisor of the St. Johns Town Center Mortgage Loan and the AMCP PortfolioMortgage Loan.  As a result, Pentalpha Surveillance LLC is a servicingfunction participant in the capacities described above, because it is servicingmortgage loans that constituted 5% or more of the assets of the issuing entityas of its cut-off date. The assessments of compliance with applicable servicingcriteria and accountants’ attestation reports delivered by PentalphaSurveillance LLC in the capacities described above are listed in the Exhibit Index.

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement, the St. Johns Town Center Mortgage Loan andthe AMCP Portfolio Mortgage Loan.  Pursuant to the Pooling and ServicingAgreement, the pooling and servicing agreement for the WFRBS 2014-C24Transaction and the pooling and servicing agreement for the WFCMT 2015-C26Transaction, the trustee is required to provide an assessment of compliancewith applicable servicing criteria solely with respect to Item 1122(d)(2)(iii)of Regulation AB (regarding advances of funds or guarantees regardingcollections, cash flows or distributions, and any interest or other feescharged for such advances, are made, reviewed and approved as specified in thetransaction agreements). However, during the reporting period, the trustee didnot perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment 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 servicersof  the mortgage loans serviced under the Pooling and Servicing Agreement,the St. Johns Town Center Mortgage Loan and the AMCP Portfolio Mortgage Loanhave delivered one or more assessments of compliance with respect to Item1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-K includes assessments ofcompliance with applicable servicing criteria and accountants’ attestationreports from CoreLogic Solutions, LLC.  This entity was engaged by themaster servicer under the Pooling and Servicing Agreement (except with respectto those mortgage loans for which PGIM Real Estate Loan Services, Inc.(formerly known as Prudential Asset Resources, Inc.) is the primary servicer),the primary servicer under the Pooling and Servicing Agreement and the primaryservicer of the St. Johns Town Center Mortgage Loan and the AMCP PortfolioMortgage Loan to remit tax payments received from the escrow accounts ofborrowers to local taxing authorities, to report tax amounts due, to verify taxparcel information, and to verify non-escrow tax payments. With respect to thereports provided as servicing function participant on behalf of Wells FargoBank, National Association, these servicing functions are included within theservicing criteria set forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) ofRegulation AB.  With respect to the reports provided as servicing functionparticipant on behalf of PGIM Real Estate Loan Services, Inc. (formerly knownas Prudential Asset Resources, Inc.), these servicing functions are includedwithin the servicing criteria set forth in Items 1122(d)(2)(ii),1122(d)(2)(vi), 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of “servicer” set forth inItem 1101(j) of Regulation AB that looks to the functions that an entityperforms, this vendor is a “servicer” for the purposes of Item 1122 ofRegulation AB.  *See* Compliance and DisclosureInterpretations, 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) ofRegulation AB that looks to the functions that an entity performs, this party isa “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the St. Johns TownCenter Mortgage Loan and the AMCP Portfolio Mortgage Loan are omitted from thisAnnual Report on Form 10-K as the certificate administrator pursuant to therelated pooling and servicing agreement or trust and servicing agreement doesnot perform any activities that address servicing criteria with respect to theissuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combination that includes the AMCP Portfolio Mortgage Loan, (i) the reporton assessment of compliance with servicing criteria and attestation report onassessment of compliance with servicing criteria of Midland Loan Services, aDivision of PNC Bank, National Association as special servicer of the AMCPPortfolio Mortgage Loan, listed on the Exhibit Index are omitted from thisAnnual Report on Form 10-K as they are not required to be included on thisAnnual Report on Form 10-K per Instruction 3 to Item 1122 of Regulation ABbecause it is a party performing activities that address servicing criteriarelating to 5% or less of the assets of the issuing entity; and (ii) theservicer compliance statement of Midland Loan Services, a Division of PNC Bank,National Association as special servicer of the AMCP Portfolio Mortgage Loan,listed on the Exhibit Index is omitted from this Annual Report on Form 10-K asit is not required by Item 1123 of Regulation AB to be included on this AnnualReport on Form 10-K because it is an unaffiliated party that is not a“servicer” that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB.

**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 St. Johns Town Center MortgageLoan (Mortgage Loan Number 1 on Annex A of the prospectus supplement of theregistrant relating to the issuing entity filed on December 12, 2014 pursuantto Rule 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 $39,599,328.00 for the twelve-month period ended December 31, 2022.

The Colorado Mills Mortgage Loan(Mortgage Loan Number 2 on Annex A of the prospectus supplement of the registrantrelating to the issuing entity filed on December 12, 2014 pursuant to Rule424(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 $14,442,354.34 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 LLC, as special servicer,and Wells Fargo Bank, National Association, as certificate administrator andcustodian. 

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 and reversingin part the SDNY Court’s decision and remanding to the SDNY Court for furtherproceedings.  The Second Circuit affirmed the SDNY’s Court holding thatPenalty 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 toenforce the 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 December 2014, Phoenix Light SF Limited (Phoenix Light)and certain related entities filed a complaint in the United States DistrictCourt for the Southern District of New York alleging claims against Wells FargoBank, N.A., in its capacity as trustee for a number of residentialmortgage-backed securities (RMBS) trusts. Complaints raising similarallegations have been filed by Commerzbank AG in the Southern District of NewYork and by IKB International and IKB Deutsche Industriebank in New York statecourt. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., astrustee, 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 December 12, 2014 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 Exhibit4.1 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).

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 St. Johns Town Center MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the WFRBS 2014-C24 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule III tothe pooling and servicing agreement for the WFRBS 2014-C24 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the WFRBS2014-C24 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

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 AMCP Portfolio Mortgage Loan,which is being serviced and administered pursuant to the pooling and servicingagreement for the WFCMT 2015-C26 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Schedule III to the pooling andservicing agreement for the WFCMT 2015-C26 Transaction incorporated byreference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the WFCMT2015-C26 Transaction responsible for each applicable servicing criteria setforth 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

 

 

4.1          Pooling and Servicing Agreement, dated as of December 1,2014, by and among RBS Commercial Funding Inc., as Depositor, Wells Fargo Bank,National Association, as Master Servicer, CWCapital Asset Management LLC, asSpecial Servicer, TriMont Real Estate Advisors, Inc., as Trust Advisor, WellsFargo Bank, National Association, as Certificate Administrator, as TaxAdministrator and as Custodian, and Wilmington Trust, National Association, asTrustee (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-Kfiled on December 12, 2014 under Commission File No. 333-197550-02 andincorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of November 1,2014, by and among Wells Fargo Commercial Mortgage Securities, Inc., asDepositor, Wells Fargo Bank, National Association, as Master Servicer, RialtoCapital Advisors, LLC, as Special Servicer, Pentalpha Surveillance LLC, as TrustAdvisor, Wells Fargo Bank, National Association, as Certificate Administrator,as Tax Administrator and as Custodian, and Wilmington Trust, NationalAssociation, as Trustee (filed as Exhibit 4.2 to the registrant’s CurrentReport on Form 8-K filed on December 12, 2014 under Commission File No.333-197550-02 and incorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of February 1,2015, by and among Wells Fargo Commercial Mortgage Securities, Inc., asDepositor, Wells Fargo Bank, National Association, as General Master Servicer,Midland Loan Services, a Division of PNC Bank, National Association, as GeneralSpecial Servicer, National Cooperative Bank, N.A., as NCB Master Servicer,National Cooperative Bank, N.A., as NCB Special Servicer, PentalphaSurveillance LLC, as Trust Advisor, Wells Fargo Bank, National Association, asCertificate Administrator, as Tax Administrator and as Custodian, andWilmington Trust, National Association, as Trustee (filed as Exhibit 99.1 tothe registrant’s Current Report on Form 8-K filed on March 21, 2016 underCommission File No. 333-197550-02 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        Wilmington Trust, 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 October 7, 2022

33.7        BellOak, LLC, as Trust Advisor on and after October7, 2022

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

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 Colorado Mills Mortgage Loan (see Exhibit 33.1)

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

33.15      Wilmington Trust, National Association, as Trustee of the Colorado MillsMortgage Loan (Omitted. See Explanatory Notes.)

33.16      Wells Fargo Bank, National Association, asCustodian of the Colorado Mills 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 Colorado Mills MortgageLoan prior to October 7, 2022 (see Exhibit 33.6)

33.18      BellOak, LLC, as Trust Advisor of the ColoradoMills Mortgage Loan on and after October 7, 2022 (see Exhibit 33.7)

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

33.20      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.12)

33.21      Wells Fargo Bank, National Association, as PrimaryServicer of the St. Johns Town Center Mortgage Loan (see Exhibit 33.1)

33.22      Rialto Capital Advisors, LLC, as Special Servicerof the St. Johns Town Center Mortgage Loan

33.23      Wilmington Trust, National Association, as Trustee of the St. Johns Town CenterMortgage Loan (Omitted. See Explanatory Notes.)

33.24      Wells Fargo Bank, National Association, asCustodian of the St. Johns Town Center Mortgage Loan (see Exhibit 33.5)

33.25      Pentalpha Surveillance LLC, as Trust Advisor ofthe St. Johns Town Center Mortgage Loan

33.26      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the St. Johns Town Center Mortgage Loan (see Exhibit 33.8)

33.27      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.12)

33.28      Wells Fargo Bank, National Association, as PrimaryServicer of the AMCP Portfolio Mortgage Loan (see Exhibit 33.1)

33.29      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the AMCP Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.30      Wilmington Trust, National Association, as Trustee of the AMCP PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

33.31      Wells Fargo Bank, National Association, asCustodian of the AMCP Portfolio Mortgage Loan (see Exhibit 33.5)

33.32      Pentalpha Surveillance LLC, as Trust Advisor ofthe AMCP Portfolio Mortgage Loan (see Exhibit 33.25)

33.33      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the AMCP Portfolio Mortgage Loan (see Exhibit 33.8)

33.34      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        Wilmington Trust, 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 October 7, 2022

34.7        BellOak, LLC, as Trust Advisor on and after October7, 2022

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

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 Colorado Mills Mortgage Loan (see Exhibit 34.1)

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

34.15      Wilmington Trust, National Association, as Trustee of the Colorado MillsMortgage Loan (Omitted. See Explanatory Notes.)

34.16      Wells Fargo Bank, National Association, asCustodian of the Colorado Mills 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 Colorado Mills MortgageLoan prior to October 7, 2022 (see Exhibit 34.6)

34.18      BellOak, LLC, as Trust Advisor of the ColoradoMills Mortgage Loan on and after October 7, 2022 (see Exhibit 34.7)

34.19      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Colorado Mills 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 St. Johns Town Center Mortgage Loan (see Exhibit 34.1)

34.22      Rialto Capital Advisors, LLC, as Special Servicerof the St. Johns Town Center Mortgage Loan

34.23      Wilmington Trust, National Association, as Trustee of the St. Johns Town CenterMortgage Loan (Omitted. See Explanatory Notes.)

34.24      Wells Fargo Bank, National Association, asCustodian of the St. Johns Town Center Mortgage Loan (see Exhibit 34.5)

34.25      Pentalpha Surveillance LLC, as Trust Advisor ofthe St. Johns Town Center Mortgage Loan

34.26      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the St. Johns Town Center Mortgage Loan (see Exhibit 34.8)

34.27      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.12)

34.28      Wells Fargo Bank, National Association, as PrimaryServicer of the AMCP Portfolio Mortgage Loan (see Exhibit 34.1)

34.29      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the AMCP Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.30      Wilmington Trust, National Association, as Trustee of the AMCP PortfolioMortgage Loan (Omitted. See Explanatory Notes.)

34.31      Wells Fargo Bank, National Association, asCustodian of the AMCP Portfolio Mortgage Loan (see Exhibit 34.5)

34.32      Pentalpha Surveillance LLC, as Trust Advisor of theAMCP Portfolio Mortgage Loan (see Exhibit 34.25)

34.33      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the AMCP Portfolio Mortgage Loan (see Exhibit 34.8)

34.34      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 Loan Services, Inc. (formerlyknown as Prudential Asset Resources, Inc.), as Primary Servicer

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

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

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

35.8        Wells Fargo Bank, National Association, as PrimaryServicer of the St. Johns Town Center Mortgage Loan (see Exhibit 35.1)

35.9        Rialto Capital Advisors, LLC, as Special Servicerof the St. Johns Town Center Mortgage Loan

35.10      Wells Fargo Bank, National Association, as PrimaryServicer of the AMCP Portfolio Mortgage Loan (see Exhibit 35.1)

35.11      Midland Loan Services, a Division of PNC Bank, National Association, as SpecialServicer of the AMCP Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of November18, 2014, between RBS Commercial Funding Inc. and The Royal Bank of Scotlandplc (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K filedon December 12, 2014 under Commission File No. 333-197550-02 and incorporatedby reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of November18, 2014, between RBS Commercial Funding Inc. and Wells Fargo Bank, NationalAssociation (filed as Exhibit 99.1 to the registrant’s Current Report on Form8-K filed on December 12, 2014 under Commission File No. 333-197550-02 andincorporated by reference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of November18, 2014, between RBS Commercial Funding Inc. and Rialto Mortgage Finance, LLC(filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K filed onDecember 12, 2014 under Commission File No. 333-197550-02 and incorporated byreference herein)

99.4         Mortgage Loan Purchase Agreement, dated as of November18, 2014, between RBS Commercial Funding Inc. and Silverpeak Real EstateFinance LLC (filed as Exhibit 99.4 to the registrant’s Current Report on Form8-K filed on December 12, 2014 under Commission File No. 333-197550-02 andincorporated by reference herein)

99.5         Mortgage Loan Purchase Agreement, dated as of November18, 2014, among RBS Commercial Funding Inc., Basis Real Estate Capital II, LLCand Basis Investment Group LLC (filed as Exhibit 99.5 to the registrant’sCurrent Report on Form 8-K filed on December 12, 2014 under Commission File No.333-197550-02 and incorporated by reference herein)

99.6         Mortgage Loan Purchase Agreement, dated as of November18, 2014, 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 filed onDecember 12, 2014 under Commission File No. 333-197550-02 and incorporated byreference herein)

99.7         Mortgage Loan Purchase Agreement, dated as of November18, 2014, among RBS Commercial Funding Inc., Liberty Island Group I LLC andLiberty Island Group LLC (filed as Exhibit 99.7 to the registrant’s CurrentReport on Form 8-K filed on December 12, 2014 under Commission File No.333-197550-02 and incorporated by reference herein)

99.8         Primary Servicing Agreement, dated as of December 1,2014, between Wells Fargo Bank, National Association and Prudential AssetResources, Inc. (filed as Exhibit 99.8 to the registrant’s Current Report onForm 8-K filed on December 12, 2014 under Commission File No. 333-197550-02 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 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 27, 2023

** **