**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: 333-197550-01**

**Central Index Key Number of the issuing entity:0001618713**

**WFRBS Commercial Mortgage Trust2014-C23**

**(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: 0001555501**

**Liberty Island Group I 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: 0001542105**

**Basis Real Estate Capital II, LLC**

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

** **

**Central Index Key Number of the sponsor: 0001577313**

**National Cooperative Bank, N.A.**

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

**(formerly known as NCB,FSB)**

** **

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

**the issuing entity)** | **38-3939173**

**38-3939174**

**38-3939175**

**38-7120286**

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

**21045**

**(Zip Code)**

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

**(203) 897-2700**

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

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

 

 

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

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

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

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

Indicate by check mark whether the registrant has submittedelectronically 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 growth company                    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.) into whichthe document is incorporated: (1) Any annual report to security holders; (2)Any proxy or information statement; and (3) Any prospectus filed pursuant toRule 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 Crossings at Corona Mortgage Loan, whichconstituted approximately 8.0% 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 Crossings at Corona Mortgage Loan and one other *paripassu* loan, which is not an asset of the issuing entity. This loancombination, including the Crossings at Corona Mortgage Loan, is being servicedand administered 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 describes exhibitsprovided by certain parties (in their capacities indicated on the ExhibitIndex) with respect to the Bank of America Plaza Mortgage Loan and the ColumbusSquare Portfolio Mortgage Loan, which constituted approximately 12.4% and 8.0%,respectively, of the asset pool of the issuing entity as of its cut-offdate.  The Bank of America Plaza Mortgage Loan and the Columbus SquarePortfolio Mortgage Loan are each an asset of the issuing entity and are eachpart of a loan combination that includes (a) with respect to the Bank ofAmerica Plaza Mortgage Loan, two other *pari passu* loans, which are notassets of the issuing entity or (b) with respect to the Columbus SquarePortfolio Mortgage Loan, three other *pari passu* loans, which are notassets of the issuing entity. A *pari passu* portion of each loancombination was securitized in the WFRBS Commercial Mortgage Trust 2014-C22transaction, Commission File Number 333-195164-01 (the “WFRBS 2014-C22Transaction”). These loan combinations, including the Bank of America PlazaMortgage Loan and the Columbus Square Portfolio Mortgage Loan, are beingserviced and administered pursuant to the pooling and servicing agreement forthe WFRBS 2014-C22 Transaction, which is incorporated by reference as Exhibit4.2 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 the relatedmortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the general master servicer (exceptwith respect to those mortgage loans for which PGIM Real Estate Loan Services,Inc. (formerly known as Prudential Asset Resources, Inc.) is the primaryservicer or National Cooperative Bank, N.A. (f/k/a NCB, FSB) is the masterservicer) and certificate administrator of the mortgage loans servicedunder the Pooling and Servicing Agreement and the primary servicer of the Bankof America Plaza Mortgage Loan and the Columbus Square Portfolio Mortgage Loan.As a result, Wells Fargo Bank, National Association is a “servicer” as definedin Item 1108(a)(2)(iii) of Regulation AB, in the capacities described above,because it is servicing mortgage loans that constituted 10% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

CWCapital Asset Management LLC isthe general special servicer (except with respect tothose mortgage loans for which National Cooperative Bank, N.A. (f/k/a NCB, FSB)is the co-op special servicer) of the mortgage loans serviced under thePooling and Servicing Agreement and the special servicer of Bank of AmericaPlaza Mortgage Loan and the Columbus Square Portfolio Mortgage Loan. As aresult, CWCapital Asset Management LLC 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 CWCapital Asset Management LLC in thecapacities described above are listed in the Exhibit Index.

NationalCooperative Bank, N.A. (f/k/a NCB, FSB), the NCB master servicer and co-opspecial servicer, is also a sponsor. Therefore, the Depositor included in thisAnnual Report on Form 10-K a servicer compliance statement for NationalCooperative Bank, N.A. (f/k/a NCB, FSB) pursuant to Item 1123.  BecauseNational Cooperative Bank, N.A. (f/k/a NCB, FSB) is servicing less than 5% ofthe pool assets, an assessment of compliance with applicable servicing criteriaand an accountants’ attestation report pursuant to Item 1122 of Regulation ABare not required by Regulation AB. As the attestation made in the servicercompliance statement required by Item 1123 relates to a review of the servicingactivities of National Cooperative Bank, N.A. (f/k/a NCB, FSB) under theapplicable servicing agreement, and that review was conducted in conjunctionwith the servicer’s preparation of its assessment of compliance with applicableservicing criteria, that assessment of compliance with applicable servicingcriteria and the accompanying accountants’ attestation report are included inthis Annual Report on Form 10-K for the sake of completeness.

Wilmington Trust, NationalAssociation acts as trustee of  the mortgage loans serviced under thePooling and Servicing Agreement, the Bank of America Plaza Mortgage Loan andthe Columbus Square Portfolio Mortgage Loan.  Pursuant to the Pooling andServicing Agreement and the pooling and servicing agreement for the WFRBS2014-C22 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master servicer orthe special servicer, to the extent required, performed the servicing functionidentified with respect to Item 1122(d)(2)(iii) of Regulation AB, and each suchparty included Item 1122(d)(2)(iii) of Regulation AB in the assessment ofcompliance with applicable servicing criteria and accountant’s attestationreport for the subject transaction.  As a result, this Annual Report onForm 10-K does not include an assessment of compliance with applicableservicing criteria of the trustee. One or more other servicers of  themortgage loans serviced under the Pooling and Servicing Agreement, the Bank ofAmerica Plaza Mortgage Loan and the Columbus Square 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 thegeneral master servicer under the Pooling and Servicing Agreement (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 orNational Cooperative Bank, N.A. (f/k/a NCB, FSB) is the master servicer), theprimary servicer under the Pooling and Servicing Agreement and the primaryservicer of the Bank of America Plaza Mortgage Loan and the Columbus SquarePortfolio Mortgage Loan to remit tax payments received from the escrow accountsof borrowers to local taxing authorities, to report tax amounts due, to verifytax parcel information, and to verify non-escrow tax payments. With respect tothe reports 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 in Item 1101(j)of Regulation AB that looks to the functions that an entity performs, thisvendor is a “servicer” for the purposes of Item 1122 of RegulationAB.  *See* Compliance and Disclosure 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) ofRegulation AB that looks to the functions that an entity performs, this partyis a “servicer” for the purposes of Item 1123 of Regulation AB.  SeeCompliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

The assessments of compliance withapplicable servicing criteria, accountants’ attestation reports and servicercompliance statements of the certificate administrator of the Bank of AmericaPlaza Mortgage Loan and the Columbus Square Portfolio Mortgage Loan are omittedfrom this Annual Report on Form 10-K as the certificate administrator pursuantto the related pooling and servicing agreement or trust and servicing agreementdoes not perform any activities that address servicing criteria with respect tothe issuing entity and because they are each not a “servicer” that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation 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 Bank of America Plaza MortgageLoan (Mortgage Loan Number 1 on Annex A of the prospectus supplement of theregistrant relating to the issuing entity filed on September 30, 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 $32,090,494.87 for thetwelve-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 totime, CWCapital Asset Management LLC, a Delaware limited liability company(“CWCAM”), is a party to lawsuits and other legal proceedings as part of itsduties as a special servicer (e.g., enforcement of loan obligations) and/orarising in the ordinary course of business. Other than as set forth in thefollowing paragraphs, there are currently no legal proceedings pending, and nolegal proceedings known to be contemplated by governmental authorities, againstCWCAM or of which any of its property is the subject, that are material to thecertificateholders. 

On December 17,2015, U.S. Bank National Association, the trustee under five pooling andservicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30,(ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank CommercialMortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust 2007-5 and (v)ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceeding with the SecondJudicial District Court of Ramsey County, Minnesota (the “State Court”) for adeclaratory judgment as to the proper allocation of certain proceeds (“DisputedProceeds”) received by CWCAM in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York securing loans heldby those trusts.  CWCAM was the special servicer of such property. The petition requests the State Court to instruct the trustee, the trustbeneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust.  On February 24, 2016, CWCAM made a limited appearancewith the State Court to file a motion to dismiss this proceeding based on lackof jurisdiction, mootness, standing and forum non conveniens.  On July 19,2016, the State Court denied CWCAM’s motion to dismiss.  On July 22, 2016,the action was removed to federal court in Minnesota (“Federal Court”). On October 21, 2016, the Federal Court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (“SDNY Court”), a motion to remand to state court and a motion to hearCWCAM’s request for reconsideration of the motion to dismiss.  On March14, 2017, the Federal Court reserved the determination on the motion to hearCWCAM’s request for reconsideration of the motion to dismiss, denied the motionto remand the matter to state court and granted the motion to transfer theproceeding to the SDNY Court.  Cross motions for judgment on the pleadingswere filed but the SDNY Court was unable to decide the case based on thepleadings and the SDNY Court ordered discovery.  All fact discovery wascompleted in December, 2018 and expert discovery was completed on March 15,2019.  The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion and order in which it grantedsummary judgment in CWCAM’s favor and held that CWCAM was entitled to theentire amount of penalty interest and that CWCAM’s determination of YieldMaintenance was correct.  In the 127-page opinion, the SDNY Court foundfor CWCAM on every issue presented by the trustee’s petition, namely, that thefunds in dispute constitute penalty interest and yield maintenance, notgain-on-sale proceeds, and that the amount of penalty interest and yieldmaintenance was correctly calculated. An appeal of the SDNY Court’s decisionwas taken on April 29, 2020.  Oral argument on the appeal occurred on June21, 2021.  On July 14, 2022, the Second Circuit entered a decisionaffirming in part and reversing in part the SDNY Court’s decision and remandingto the SDNY Court for further proceedings.  The Second Circuit affirmedthe SDNY’s Court holding that Penalty Interest and Yield Maintenance are paidbefore Gain-On-Sale Proceeds.  The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances.   On January 13,2023, the parties entered into a settlement agreement, in which (among otherthings) they agreed to stipulate that the amount of interest on advances thataccrued on or before June 3, 2014 is $27.5 million, and that CWCAM would paythat amount into escrow for distribution to certificateholders upon the entryof an order by the Court approving the settlement.  U.S. Bank NationalAssociation, as Trustee for the trusts, provided notice of the settlement toall parties in interest via a notice program approved by the Court.  Ahearing on the settlement is scheduled for March 16, 2023.

On December 1,2017, a complaint against CWCAM and others was filed in the United StatesDistrict Court for the Southern District of New York styled as CWCapital CobaltVr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the “OriginalComplaint”). The gravamen of the Original  Complaint alleged breaches of acontract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments LLCin its capacity as collateral manager for the collateralized debt obligationtransaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 countspled in the Original Complaint. Of those 14, 5 claims were asserted againstCWCAM for aiding and abetting breach of fiduciary duty, conversion and unjustenrichment. On May 23, 2018, the Original Complaint was dismissed for lack ofsubject matter jurisdiction.   On June 28, 2018, CWCapital Cobalt VrLtd. filed a substantially similar complaint in the Supreme Court of the Stateof New York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”).  Thegravamen of the New Complaint is thesameas the previous complaint filed in the United State District Court for theSouthern District of New York.  In total there are 16 counts pled in theNew 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 (includingthe remaining two counts against CWCAM for aiding and abetting breach offiduciary duty and unjust enrichment), based on a decision entered by JudgeFailla in a trust instruction proceeding  in the US District Court for theSouthern 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 December2014, Phoenix Light SF Limited (Phoenix Light) and certain related entitiesfiled a complaint in the United States District Court for the Southern Districtof New York alleging claims against Wells Fargo Bank, N.A., in its capacity astrustee for a number of residential mortgage-backed securities (RMBS) trusts.Complaints raising similar allegations have been filed by Commerzbank AG in theSouthern District of New York and by IKB International and IKB DeutscheIndustriebank in New York state court. In each case, the plaintiffs allege thatWells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffsassert causes of action based upon, among other things, the trustee’s allegedfailure to notify and enforce repurchase obligations of mortgage loan sellersfor purported breaches of representations and warranties, notify investors ofalleged events of default, and abide by appropriate standards of care followingalleged events of default. In July 2022, the district court dismissed PhoenixLight’s claims and certain of the claims asserted by Commerzbank AG, andsubsequently entered judgment in each case in favor of Wells Fargo Bank, N.A.In August 2022, Phoenix Light and Commerzbank AG appealed the district court’sdecision to the United States Court of Appeals for the Second Circuit. TheCompany previously settled two class actions filed by institutional investorsand an action filed by the National Credit Union Administration with similar allegations.In addition, 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 September 30, 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 Bank of America Plaza MortgageLoan and the Columbus Square Portfolio Mortgage Loan, which are being servicedand administered pursuant to the pooling and servicing agreement for the WFRBS2014-C22 Transaction, are attached hereto under Item 15 to this Annual Reporton Form 10-K. Attached as Schedule III to the pooling and servicing agreementfor the WFRBS 2014-C22 Transaction incorporated by reference as Exhibit 4.2 tothis Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the WFRBS 2014-C22 Transactionresponsible for each applicable 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

 

 

4.1          Pooling and Servicing Agreement, dated as of September 1,2014, by and among RBS Commercial Funding Inc., as Depositor, Wells Fargo Bank,National Association, as General Master Servicer, CWCapital Asset ManagementLLC, as General Special Servicer, NCB, FSB, as NCB Master Servicer, NCB, FSB,as Co-op Special Servicer, TriMont Real Estate Advisors, Inc., 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 4.1 to the registrant’s CurrentReport on Form 8-K/A filed on December 30, 2014 under Commission File No.333-197550-01 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of September 1,2014, by and among Wells Fargo Commercial Mortgage Securities, Inc., asDepositor, Wells Fargo Bank, National Association, as General Master Servicer,CWCapital Asset Management LLC, as General Special Servicer, NCB, FSB, as NCBMaster Servicer, NCB, FSB, as Co-op Special Servicer, Pentalpha SurveillanceLLC, as Trust Advisor, Wells Fargo Bank, National Association, as CertificateAdministrator, as Tax Administrator and as Custodian, and Wilmington Trust,National Association, as Trustee (filed as Exhibit 99.9 to the registrant’sCurrent Report on Form 8-K/A filed on December 30, 2014 under Commission FileNo. 333-197550-01 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 GeneralMaster Servicer

33.2        National Cooperative Bank, N.A. (f/k/a NCB, FSB),as NCB Master Servicer

33.3        CWCapital Asset Management LLC, as General SpecialServicer

33.4        National Cooperative Bank, N.A. (f/k/a NCB, FSB),as Co-op Special Servicer (see Exhibit 33.2)

33.5        Wilmington Trust, National Association, as Trustee (Omitted. See ExplanatoryNotes.)

33.6        Wells Fargo Bank, National Association, asCertificate Administrator

33.7        Wells Fargo Bank, National Association, asCustodian

33.8        Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor prior to October 7, 2022

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

33.10      CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

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

33.14       Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

33.15      Wells Fargo Bank, National Association, as PrimaryServicer of the Crossings at Corona Mortgage Loan (see Exhibit 33.1)

33.16      CWCapital Asset Management LLC, as Special Servicerof the Crossings at Corona Mortgage Loan (see Exhibit 33.3)

33.17      Wilmington Trust, National Association, as Trustee of the Crossings at CoronaMortgage Loan (Omitted. See Explanatory Notes.)

33.18      Wells Fargo Bank, National Association, asCustodian of the Crossings at Corona Mortgage Loan (see Exhibit 33.7)

33.19      Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor of the Crossings at CoronaMortgage Loan prior to October 7, 2022 (see Exhibit 33.8)

33.20      BellOak, LLC, as Trust Advisor of the Crossings atCorona Mortgage Loan on and after October 7, 2022 (see Exhibit 33.9)

33.21      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Crossings at Corona Mortgage Loan (see Exhibit 33.10)

33.22      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.14)

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

33.24      CWCapital Asset Management LLC, as Special Servicerof the Bank of America Plaza Mortgage Loan (see Exhibit 33.3)

33.25      Wilmington Trust, National Association, as Trustee of the Bank of America PlazaMortgage Loan (Omitted. See Explanatory Notes.)

33.26      Wells Fargo Bank, National Association, asCustodian of the Bank of America Plaza Mortgage Loan (see Exhibit 33.7)

33.27      Pentalpha Surveillance LLC, as Trust Advisor ofthe Bank of America Plaza Mortgage Loan

33.28      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Bank of America Plaza Mortgage Loan (see Exhibit 33.10)

33.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.14)

33.30      Wells Fargo Bank, National Association, as PrimaryServicer of the Columbus Square Portfolio Mortgage Loan (see Exhibit 33.1)

33.31      CWCapital Asset Management LLC, as Special Servicerof the Columbus Square Portfolio Mortgage Loan (see Exhibit 33.3)

33.32      Wilmington Trust, National Association, as Trustee of the Columbus SquarePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

33.33      Wells Fargo Bank, National Association, asCustodian of the Columbus Square Portfolio Mortgage Loan (see Exhibit 33.7)

33.34      Pentalpha Surveillance LLC, as Trust Advisor ofthe Columbus Square Portfolio Mortgage Loan (see Exhibit 33.27)

33.35      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Columbus Square Portfolio Mortgage Loan (see Exhibit 33.10)

33.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 33.14)

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

34.1        Wells Fargo Bank, National Association, as GeneralMaster Servicer

34.2        National Cooperative Bank, N.A. (f/k/a NCB, FSB),as NCB Master Servicer

34.3        CWCapital Asset Management LLC, as General SpecialServicer

34.4        National Cooperative Bank, N.A. (f/k/a NCB, FSB),as Co-op Special Servicer (see Exhibit 34.2)

34.5        Wilmington Trust, National Association, as Trustee (Omitted. See Explanatory Notes.)

34.6        Wells Fargo Bank, National Association, asCertificate Administrator

34.7        Wells Fargo Bank, National Association, asCustodian

34.8        Trimont Real Estate Advisors, LLC (f/k/a TriMontReal Estate Advisors, Inc.), as Trust Advisor prior to October 7, 2022

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

34.10      CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

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

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

34.15      Wells Fargo Bank, National Association, as PrimaryServicer of the Crossings at Corona Mortgage Loan (see Exhibit 34.1)

34.16      CWCapital Asset Management LLC, as Special Servicerof the Crossings at Corona Mortgage Loan (see Exhibit 34.3)

34.17      Wilmington Trust, National Association, as Trustee of the Crossings at CoronaMortgage Loan (Omitted. See Explanatory Notes.)

34.18      Wells Fargo Bank, National Association, asCustodian of the Crossings at Corona Mortgage Loan (see Exhibit 34.7)

34.19      Trimont Real Estate Advisors, LLC (f/k/a TriMont RealEstate Advisors, Inc.), as Trust Advisor of the Crossings at Corona MortgageLoan prior to October 7, 2022 (see Exhibit 34.8)

34.20      BellOak, LLC, as Trust Advisor of the Crossings atCorona Mortgage Loan on and after October 7, 2022 (see Exhibit 34.9)

34.21      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Crossings at Corona Mortgage Loan (see Exhibit 34.10)

34.22      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.14)

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

34.24      CWCapital Asset Management LLC, as Special Servicerof the Bank of America Plaza Mortgage Loan (see Exhibit 34.3)

34.25      Wilmington Trust, National Association, as Trustee of the Bank of America PlazaMortgage Loan (Omitted. See Explanatory Notes.)

34.26      Wells Fargo Bank, National Association, asCustodian of the Bank of America Plaza Mortgage Loan (see Exhibit 34.7)

34.27      Pentalpha Surveillance LLC, as Trust Advisor ofthe Bank of America Plaza Mortgage Loan

34.28      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Bank of America Plaza Mortgage Loan (see Exhibit 34.10)

34.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.14)

34.30      Wells Fargo Bank, National Association, as PrimaryServicer of the Columbus Square Portfolio Mortgage Loan (see Exhibit 34.1)

34.31      CWCapital Asset Management LLC, as Special Servicerof the Columbus Square Portfolio Mortgage Loan (see Exhibit 34.3)

34.32      Wilmington Trust, National Association, as Trustee of the Columbus SquarePortfolio Mortgage Loan (Omitted. See Explanatory Notes.)

34.33      Wells Fargo Bank, National Association, asCustodian of the Columbus Square Portfolio Mortgage Loan (see Exhibit 34.7)

34.34      Pentalpha Surveillance LLC, as Trust Advisor ofthe Columbus Square Portfolio Mortgage Loan (see Exhibit 34.27)

34.35      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Columbus Square Portfolio Mortgage Loan (see Exhibit 34.10)

34.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian (see Exhibit 34.14)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        National Cooperative Bank, N.A. (f/k/a NCB, FSB),as NCB Master Servicer

35.3        CWCapital Asset Management LLC, as Special Servicer

35.4        National Cooperative Bank, N.A. (f/k/a NCB, FSB),as Co-op Special Servicer (see Exhibit 35.2)

35.5        Wells Fargo Bank, National Association, asCertificate Administrator

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

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

35.8        Wells Fargo Bank, National Association, as PrimaryServicer of the Crossings at Corona Mortgage Loan (see Exhibit 35.1)

35.9        CWCapital Asset Management LLC, as Special Servicerof the Crossings at Corona Mortgage Loan (see Exhibit 35.3)

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

35.11      CWCapital Asset Management LLC, as Special Servicerof the Bank of America Plaza Mortgage Loan (see Exhibit 35.3)

35.12      Wells Fargo Bank, National Association, as PrimaryServicer of the Columbus Square Portfolio Mortgage Loan (see Exhibit 35.1)

35.13      CWCapital Asset Management LLC, as Special Servicerof the Columbus Square Portfolio Mortgage Loan (see Exhibit 35.3)

99.1        Mortgage Loan Purchase Agreement, dated as of September18, 2014, between RBS Commercial Funding Inc. and The Royal Bank of Scotlandplc (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/Afiled on December 30, 2014 under Commission File No. 333-197550-01 andincorporated by reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of September18, 2014, 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 filed onSeptember 30, 2014 under Commission File No. 333-197550-01 and incorporated byreference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of September18, 2014, between RBS Commercial Funding Inc. and Wells Fargo Bank, NationalAssociation (filed as Exhibit 99.3 to the registrant’s Current Report on Form8-K filed on September 30, 2014 under Commission File No. 333-197550-01 andincorporated by reference herein)

99.4         Mortgage Loan Purchase Agreement, dated as of September18, 2014, among RBS Commercial Funding Inc., Liberty Island Group I LLC andLiberty Island Group LLC (filed as Exhibit 99.5 to the registrant’s CurrentReport on Form 8-K filed on September 30, 2014 under Commission File No.333-197550-01 and incorporated by reference herein)

99.5         Mortgage Loan Purchase Agreement, dated as of September18, 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 on September30, 2014 under Commission File No. 333-197550-01 and incorporated by referenceherein)

99.6         Mortgage Loan Purchase Agreement, dated as of September18, 2014, among RBS Commercial Funding Inc., Basis Real Estate Capital II, LLCand Basis Investment Group LLC (filed as Exhibit 99.4 to the registrant’sCurrent Report on Form 8-K filed on September 30, 2014 under Commission FileNo. 333-197550-01 and incorporated by reference herein)

99.7         Mortgage Loan Purchase Agreement, dated as of September18, 2014, between RBS Commercial Funding Inc. and NCB, FSB (filed as Exhibit99.7 to the registrant’s Current Report on Form 8-K filed on September 30, 2014under Commission File No. 333-197550-01 and incorporated by reference herein)

99.8         Primary Servicing Agreement, dated as of September 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 September 30, 2014 under Commission File No. 333-197550-01and incorporated 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 15, 2023

** **