**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

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

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

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

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-177707-02**

**Central Index Key Number of the issuing entity:0001582037**

**Morgan Stanley Bank of AmericaMerrill Lynch Trust 2013-C11**

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

** **

**Central Index Key Number of the depositor: 0001005007**

**Banc of America Merrill LynchCommercial Mortgage Inc.**

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

** **

**Central Index Key Number of the sponsor: 0001102113**

**Bank of America, NationalAssociation**

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

** **

**Central Index Key Number of the sponsor: 0001541557**

**Morgan Stanley Mortgage CapitalHoldings LLC**

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

** **

**Central Index Key Number of the sponsor: 0001548567**

**CIBC Inc.**

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

** **

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

**the issuing entity)** | **38-3913695**

**38-3913696**

**38-3913697**

**38-7103172**

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

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

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

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

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

**21045**

**(Zip Code)**

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

**(646) 855-3953**

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 Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  ⌧Yes oNo

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

Not applicable.

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

Not applicable.

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

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

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

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.  o

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

Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).  oYes ⌧ 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 Westfield Countryside Mortgage Loan andThe Mall at Tuttle Crossing Mortgage Loan, which constituted approximately11.7% and 11.1%, respectively, of the asset pool of the issuing entity as ofits cut-off date, are each an asset of the issuing entity and are each part ofa loan combination that includes the Westfield Countryside Mortgage Loan or TheMall at Tuttle Crossing Mortgage Loan and one other pari passu loan, each ofwhich is not an asset of the issuing entity.  These loan combinations,including the Westfield Countryside Mortgage Loan and The Mall at TuttleCrossing Mortgage Loan, are being serviced and administered pursuant to thePooling and Servicing Agreement, which is incorporated by reference as Exhibit4.1 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 Southdale Center Mortgage Loan, whichconstituted approximately 6.4% of the asset pool of the issuing entity as ofits cut-off date.  The Southdale Center Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the SouthdaleCenter Mortgage Loan and one other pari passu loan, which is not an asset ofthe issuing entity.  The other pari passu portion of the loan combinationwas securitized in the Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10transaction, Commission File Number 333-180779-04 (the “MSBAM 2013-C10Transaction”).  This loan combination, including the Southdale CenterMortgage Loan, is being serviced and administered pursuant to the pooling andservicing agreement for the MSBAM 2013-C10 Transaction, which is incorporatedby reference as Exhibit 4.2 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 Marriott Chicago River North Hotel MortgageLoan, which constituted approximately 6.4% of the asset pool of the issuingentity as of its cut-off date.  The Marriott Chicago River North HotelMortgage Loan is an asset of the issuing entity and is part of a loan combinationthat includes the Marriott Chicago River North Hotel Mortgage Loan and oneother pari passu loan, which is not an asset of the issuing entity.  Thisloan combination, including the Marriott Chicago River North Hotel MortgageLoan, was serviced under the Pooling and Servicing Agreement for the issuingentity prior to the closing of the securitization of the other pari passuportion of the Marriott Chicago River North Hotel loan combination in theMorgan Stanley Bank of America Merrill Lynch Trust 2013-C12 transaction,Commission File Number 333-180779-05 (the “MSBAM 2013-C12 Transaction”). After the closing of the MSBAM 2013-C12 Transaction on October 23, 2013, thisloan combination, including the Marriott Chicago River North Hotel MortgageLoan was, and will continue to be, serviced and administered pursuant to thepooling and servicing agreement with respect to the MSBAM 2013-C12 Transaction,which is incorporated by reference as Exhibit 4.3 to this Annual Report on Form10-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 and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement and theprimary servicer of the Marriott Chicago River North Hotel Mortgage Loan. As aresult, Wells Fargo Bank, National Association is a “servicer” as defined inItem 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.

Midland Loan Services, a Divisionof PNC Bank, National Association is the special servicer of the mortgage loansserviced under the Pooling and Servicing Agreement and the Marriott ChicagoRiver North Hotel Mortgage Loan prior to June 24, 2021 and the primary servicerand special servicer of the Southdale Center Mortgage Loan. As a result,Midland Loan Services, a Division of PNC Bank, National Association is a“servicer” as defined in Item 1108(a)(2)(iii) of Regulation AB, in thecapacities described above, because it is servicing mortgage loans thatconstituted 10% or more of the assets of the issuing entity as of its cut-offdate.  The assessments of compliance with applicable servicing criteria,accountants’ attestation reports and servicer compliance statements deliveredby Midland Loan Services, a Division of PNC Bank, National Association in thecapacities described above are listed in the Exhibit Index.

CWCapital Asset Management LLC isthe special servicer of the Marriott Chicago River North Hotel Mortgage Loan,which constituted approximately 6.4% of the asset pool of the issuing entity asof its cut-off date.  In accordance with the Compliance and DisclosureInterpretations, Section 200.03 (Rules 13a-18 and 15d-18, Servicer’s Assessmentof Compliance), this percentage must be reduced pro rata because it was onlyacting as special servicer of the Marriott Chicago River North Hotel MortgageLoan from June 24, 2021 to December 31, 2021. As a result, it falls below thede minimis requirements in Item 1122 of Regulation AB and no such assessment orattestation is required.

Wells Fargo Bank, NationalAssociation acts as trustee of the Southdale Center Mortgage Loan. Pursuant to the pooling and servicing agreement for the MSBAM 2013-C10Transaction, 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, thetrustee did not 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 Southdale Center Mortgage Loan have delivered one or more assessments ofcompliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

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

U.S.Bank National Association acts as trustee of the Marriott Chicago River NorthHotel Mortgage Loan.  Pursuant to the pooling and servicing agreement forthe MSBAM 2013-C12 Transaction, the trustee is required to provide anassessment of compliance with applicable servicing criteria solely with respectto Items 1122(d)(1)(iv) (regarding a fidelity bond and errors and omissionspolicy covering each servicing function participant throughout the reportingperiod in the amount of coverage required by and otherwise in accordance withthe terms of the transaction agreements) and 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements). However, during the reporting period, the trustee did not perform anyservicing function with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the specialservicer, to the extent required, performed the servicing function identifiedwith respect to Items 1122(d)(1)(iv) (regarding a fidelity bond and errors andomissions policy covering each servicing function participant throughout thereporting period in the amount of coverage required buy and otherwise in accordancewith the terms of the transaction agreements) and 1122(d)(2)(iii) of RegulationAB (regarding advances of funds or guarantees regarding collections, cash flowsor distributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements). Each such party included Items 1122(d)(1)(iv) and 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria andaccountant’s attestation report for the subject transaction.  As a result,this Annual Report on Form 10-K does not include an assessment of compliancewith applicable servicing criteria of the trustee.  One or more otherservicers of the Marriott Chicago River North Hotel Mortgage Loan havedelivered one or more assessments of compliance with respect to Items1122(d)(1)(iv) (regarding a fidelity bond and errors and omissions policycovering each servicing function participant throughout the reporting period inthe amount of coverage required buy and otherwise in accordance with the termsof the transaction agreements) and 1122(d)(2)(iii) of Regulation AB (regardingadvances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria and accountants’attestation reports from CoreLogic Solutions, LLC.  This entity wasengaged by the master servicer under the Pooling and Servicing Agreement andthe primary servicer of the Marriott Chicago River North Hotel Mortgage Loan toremit tax payments received from the escrow accounts of borrowers to localtaxing authorities, to report tax amounts due, to verify tax parcelinformation, and to verify non-escrow tax payments.  These servicingfunctions are included within the servicing criteria set forth in Items1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB.  Therefore, under theprinciples-based definition of “servicer” set forth in Item 1101(j) ofRegulation AB that looks to the functions that an entity performs, this vendoris a “servicer” for the purposes of Item 1122 of Regulation AB.  SeeCompliance 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”), inits 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)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the Southdale Center Mortgage Loan and the Marriott ChicagoRiver North Hotel Mortgage Loan are omitted from this Annual Report on Form10-K as the certificate administrator pursuant to the related pooling andservicing agreement or trust and servicing agreement does not perform anyactivities that address servicing criteria with respect to the issuing entityand because they are each not a “servicer” that meets the criteria in Item 1108(a)(2)(i)through (iii) of Regulation AB.

With respect to the pari passuloan combination that includes the Marriott Chicago River North Hotel MortgageLoan, (i) the report on assessment of compliance with servicing criteria andattestation report on assessment of compliance with servicing criteria ofCWCapital Asset Management LLC as special servicer of the Marriott ChicagoRiver North Hotel Mortgage Loan on and after June 24, 2021 listed on theExhibit Index are omitted from this Annual Report on Form 10-K for the reasonsset forth in the Explanatory Notes above; and (ii) the servicer compliancestatement of CWCapital Asset Management LLC as special servicer of the MarriottChicago River North Hotel Mortgage Loan on and after June 24, 2021, listed on theExhibit Index is omitted from this Annual Report on Form 10-K as it is notrequired by Item 1123 of Regulation AB to be included on this Annual Report onForm 10-K because it is an unaffiliated party that is not a “servicer” thatmeets the criteria 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.  Selected Financial Data.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**Item 9.  Changes in and Disagreements With Accountantson Accounting and Financial Disclosure.**

Omitted.

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

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

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

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

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

Omitted.

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

Omitted.

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

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

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

The Westfield Countryside Mortgage Loan (Loan Number 1 onAppendix I of the prospectus supplement of the registrant relating to theissuing entity filed on August 9, 2013 pursuant to Rule 424(b)(5)) constitutesa significant obligor within the meaning of Item 1101(k)(2) of Regulation AB asdisclosed in the prospectus supplement.  In accordance with Item 1112(b)of Regulation AB, the most recent unaudited net operating income of thesignificant obligor was $9,878,285.60 for the twelve-month period endedDecember 31, 2021.

The Mall at Tuttle CrossingMortgage Loan (Loan Number 2 on Appendix I of the prospectus supplement of theregistrant relating to the issuing entity filed on August 9, 2013 pursuant toRule 424(b)(5)) constitutes a significant obligor within the meaning of Item1101(k)(2) of Regulation AB as disclosed in the prospectus supplement.  Inaccordance with Item 1112(b) of Regulation AB, the most recent unaudited netoperating income of the significant obligor was $5,522,103.84 for thetwelve-month period ended December 31, 2021.

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

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

**Item 1115(b) of Regulation AB, Certain Derivatives Instruments(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,Deutsche Bank Trust Company Americas, as Trustee, U.S. Bank NationalAssociation, as Trustee, and Wells Fargo Bank, National Association, asTrustee, as Certificate Administrator and as Custodian.

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

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

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

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

On March 31, 2016, RAIT Preferred Funding II, Ltd. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the improper modificationof the Loan, (b) a declaratory judgment stating that RAIT Preferred Funding hasthe right to terminate the special servicer, (c) monetary damages for the valueof the bonds and fees paid to CWCAM as the special servicer of the Loan and (d)other things.  On May 17, 2016, CWCAM filed a motion to dismiss the RAITComplaint (“Motion to Dismiss”) stating that the RAIT Complaint did notstate a claim and the essential facts of the RAIT Complaint are negated byaffidavits and evidentiary materials submitted with the RAIT Complaint. On June 14, 2016, RAIT Preferred Funding filed a Memorandum of Law inOpposition to the Motion to Dismiss (“Opposition”) stating that theclaims in the RAIT Complaint were properly stated.  On June 30, 2016,CWCAM filed a reply in support of the Motion to Dismiss and in response to theOpposition, stating that each of CWCAM’s arguments is supported by the expresslanguage of the agreements between the parties, the documentary evidence andNew York case law.  On September 30, 2016, RAIT Preferred Funding andCWCAM entered into a confidential Settlement Agreement (the “2016 Settlement”),which provides for a stay of the RAIT Preferred Funding litigation (the “LitigationStay”) through August 25, 2017.  Pursuant to the terms of the 2016Settlement, upon satisfaction of a term of the 2016 Settlement by August 25,2017 (or such later date agreed to by the parties), the RAIT Preferred Fundinglitigation will be dismissed with prejudice.  On May 19, 2017 the Borrowerrepaid the Loan in accordance with the terms of the notes and satisfied thecondition to dismissal with prejudice.  RAIT has refused to dismiss thecase and is claiming that the B Note should be paid in full.  CWCAMbelieves that it has performed its obligations under the Operative Agreementsin good faith, and that the action should be dismissed with prejudice.  OnAugust 29, 2017, the RAIT Court granted leave to RAIT Preferred Funding toamend its complaint.  On September 20, 2017, RAIT Preferred Funding filedan Amended Complaint (the “RAIT Amended Complaint”), which omits itsoriginal claims, adds Wells Fargo Bank as a defendant, and seeks (a) specificperformance requiring repayment of the $18,500,000 principal amount of the BNote or, in the alternative, monetary damages, including the $18,500,000principal amount of the B Note, in an amount to be determined at trial, (b)monetary damages on any fees paid to CWCAM as special servicer or Wells FargoBank as master servicer in connection with the borrower’s repayment of theLoan, (c) a declaratory judgment that RAIT Preferred Funding is entitled torecover the full $18,500,000 principal amount of the B Note, (d) punitivedamages against CWCAM, and (e) other things.  On October 11, 2017, CWCAMfiled a motion to dismiss the RAIT Amended Complaint (“CWCAM Motion toDismiss Amended Complaint”) stating that the RAIT Amended Complaint did notstate a claim and the essential facts of the RAIT Amended Complaint are negatedby the Operative Agreements and other admissible evidentiary materials. On November 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAITAmended Complaint (the “Wells Fargo Motion to Dismiss Amended Complaint”)and joined the CWCAM Motion to Dismiss Amended Complaint.  On January 29,2018, the court dismissed all claims but for breach of contract and discoverycommenced.  CWCAM filed a Motion for Summary Judgment on March 18,2019.   This matter was settled and the case dismissed on May 15,2019.

Deutsche Bank Trust Company Americas (“DBTCA”) andDeutsche Bank National Trust Company (“DBNTC”) have been sued byinvestors in civil litigation concerning their roles as trustees of certainresidential mortgage-backed securities (“RMBS”) trusts. 

On June 18, 2014, a group of investors, including fundsmanaged by Blackrock Advisors, LLC, PIMCO-Advisors, L.P., and others, filed anaction against DBNTC and DBTCA in New York State Supreme Court alleging thatDBNTC and DBTCA failed to perform purported duties, as trustees for 544private-label RMBS trusts, to enforce breaches of representations andwarranties as to mortgage loans held by the trusts and to enforce breaches byservicers of their mortgage loan servicing obligations for the trusts. During the course of the litigation, plaintiffs dismissed the case from New YorkState Supreme Court and refiled two separate cases, one in the U.S. DistrictCourt for the Southern District of New York (the “BlackRock SDNY Case”)and the other in the Superior Court of California, Orange County (the “BlackRockCalifornia Case”).  Pursuant to a settlement among the parties, theBlackRock SDNY Case was dismissed on December 6, 2018, and the BlackRockCalifornia Case was dismissed on January 11, 2019.

On September 27, 2017, DBTCA was added as a defendant to acase brought by certain special purpose entities including Phoenix Light SFLimited in the U.S. District Court for the Southern District of New York, inwhich the plaintiffs previously alleged incorrectly that DBNTC served astrustee for all forty-three of the trusts at issue.  On September 27,2017, plaintiffs filed a third amended complaint that names DBTCA as adefendant in addition to DBNTC.  DBTCA serves as trustee for one of theforty-three trusts at issue.  DBNTC serves as trustee for the otherforty-two trusts at issue.  Plaintiffs’ third amended complaint bringsclaims for violation of the U.S. Trust Indenture Act of 1939 (“TIA”);breach of contract; breach of fiduciary duty; negligence and gross negligence;violation of New York’s Streit Act; and breach of the covenant of goodfaith.  However, in the third amended complaint, plaintiffs acknowledgethat, before DBTCA was added to the case, the court dismissed plaintiffs’ TIAAct claims, negligence and gross negligence claims, Streit Act claims, claimsfor breach of the covenant of good faith, and certain theories of plaintiffs’breach of contract claims, and plaintiffs only include these claims to preserveany rights on appeal.  Plaintiffs allege damages of “hundreds of millionsof dollars.”  On November 13, 2017, DBNTC and DBTCA filed an answer to thethird amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, plaintiffs,jointly with Commerzbank AG (see description of Commerzbank case below),filed a motion for partial summary judgment.  On October 27, 2021, DBNTCand DBTCA filed a supplemental motion for summary judgment relating toplaintiffs’ standing.  On February 8, 2022, the court issued an order inwhich it granted DBNTC and DBTCA’s supplemental motion for summary judgment,granted in part DBNTC and DBTCA’s initial motion for summary judgment, anddenied plaintiffs’ motion for partial summary judgment.  As a result ofthat order, all of plaintiffs’ claims were dismissed with prejudice.

On November 30, 2017, DBTCA was added as a defendant to acase brought by Commerzbank AG (“Commerzbank”) in the U.S. DistrictCourt for the Southern District of New York, in which Commerzbank previouslyalleged incorrectly that DBNTC served as trustee for all fifty of the trusts atissue.  On November 30, 2017, Commerzbank filed a second amended complaintthat names DBTCA as a defendant in addition to DBNTC.  DBTCA serves astrustee for one of the fifty trusts at issue.  DBNTC serves as trustee forthe other forty-nine trusts at issue.  Commerzbank’s second amendedcomplaint brings claims for violation of the TIA; breach of contract; breach offiduciary duty; negligence; violation of the Streit Act; and breach of thecovenant of good faith.  However, in the second amended complaint,Commerzbank acknowledges that, before DBTCA was added to the case, the courtdismissed Commerzbank’s TIA claims for the trusts governed by pooling andservicing agreements, as well as its Streit Act claims and claims for breach ofthe covenant of good faith, and Commerzbank only includes these claims topreserve any rights on appeal.  The second amended complaint alleges thatDBNTC and DBTCA caused Commerzbank to suffer “hundreds of millions of dollarsin losses,” but the complaint does not include a demand for money damages in asum certain.  On January 29, 2018, DBNTC and DBTCA filed an answer to thesecond amended complaint.  On December 7, 2018, DBNTC and DBTCA filed amotion for summary judgment.  Also on December 7, 2018, Commerzbank,jointly with the Phoenix Light plaintiffs, filed a motion for partial summaryjudgment.  On February 8, 2022, the court issued an order in which itgranted in part DBNTC and DBTCA’s motion for summary judgment and deniedplaintiffs’ motion for partial summary judgment.  As a result of thatorder, many of plaintiffs’ claims and theories were dismissed withprejudice.  Discovery is ongoing.

On December 30, 2015, IKB International, S.A. in Liquidationand IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investorin thirty-seven RMBS trusts, filed a summons with notice in the Supreme Courtof the State of New York, New York County, against DBNTC and DBTCA as trusteesof the trusts.  On May 27, 2016, IKB served its complaint asserting claimsfor breach of contract, breach of fiduciary duty, breach of duty to avoidconflicts of interest, violation of the Streit Act, violation of the TIA,violation of Regulation AB, and violation of Section 9 of the UniformCommercial Code.  IKB alleges that DBNTC and DBTCA are liable for overU.S. $268 million in damages.  On October 5, 2016, DBNTC and DBTCA,together with several other trustees defending lawsuits by IKB, filed a jointmotion to dismiss.  On January 6, 2017 and June 20, 2017, IKB voluntarilydismissed with prejudice all claims as to seven trusts.  On January 27,2021, the court granted in part and denied in part DBNTC and DBTCA’s motion todismiss.  The court granted the motion to dismiss with respect to IKB’sclaims for violations of the Streit Act, Regulation AB, and Section 9 of theUniform Commercial Code, as well as certain aspects of IKB’s claims for breachof contract, breach of fiduciary duty, and violation of the TIA.  Thecourt denied the remainder of the motion to dismiss.  IKB’s remaining claimsfor breach of contract, breach of fiduciary duty, breach of duty to avoidconflicts of interest, and violation of the TIA will proceed.  On May 10,2021, DBNTC and DBTCA filed a notice of appeal with the New York Supreme CourtAppellate Division, First Department, regarding certain aspects of the court’sorder on the motion to dismiss.  That appeal has been fully briefed. On May 20, 2021, IKB filed a notice of cross appeal with respect to otheraspects of that order.  That appeal is being briefed.  On June 2,2021, IKB filed a motion for re-argument regarding certain aspects of thecourt’s order on the motion to dismiss, which the court denied on August 3,2021.  On May 13, 2021, DBNTC and DBTCA filed an answer to thecomplaint.  On October 28, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to seven additionaltrusts.  On December 29, 2021, the parties filed a stipulation,voluntarily dismissing with prejudice all claims as to one additionaltrust.  Discovery is ongoing.

It is DBTCA’s belief that it has no pending legal proceedings(including, based on DBTCA’s present evaluation, the litigation disclosed inthe foregoing paragraphs) that would materially affect its ability to performits duties under the related servicing agreement for this transaction.

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

 

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

 

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

 

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

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

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

 

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

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

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

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on August 9, 2013 pursuant to Rule 424(b)(5).

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

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Schedule Xto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to 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 Southdale Center Mortgage Loan, whichis being serviced and administered pursuant to the pooling and servicingagreement for the MSBAM 2013-C10 Transaction, are attached hereto under Item 15to this Annual Report on Form 10-K. Attached as Schedule X to the pooling andservicing agreement for the MSBAM 2013-C10 Transaction incorporated byreference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSBAM2013-C10 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 Marriott Chicago River North HotelMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the MSBAM 2013-C12 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule X to thepooling and servicing agreement for the MSBAM 2013-C12 Transaction incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSBAM2013-C12 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. Exhibits, Financial Statement Schedules**

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

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of August 1,2013, by and among Banc of America Merrill Lynch Commercial Mortgage Inc., asDepositor, Wells Fargo Bank, National Association, as Master Servicer, MidlandLoan Services, a Division of PNC Bank, National Association, as SpecialServicer, Deutsche Bank Trust Company Americas, as Trustee, Wells Fargo Bank,National Association, as Certificate Administrator, Certificate Registrar andAuthenticating Agent, Wells Fargo Bank, National Association as Custodian andSitus Holdings, LLC, as Trust Advisor (filed as Exhibit 4.1 to the registrant’sCurrent Report on Form 8-K filed on August 15, 2013 under Commission File No.333-177707-02 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of July 1,2013, by and among Morgan Stanley Capital I Inc., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer andSpecial Servicer, Park Bridge Lender Services LLC, as Trust Advisor and WellsFargo Bank, National Association, as Trustee, Certificate Administrator,Certificate Registrar, Authenticating Agent and Custodian (filed as Exhibit 4.2to the registrant’s Current Report on Form 8-K filed on March 12, 2014 underCommission File No. 333-177707-02 and incorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of October 1,2013, by and among Morgan Stanley Capital I Inc., as Depositor, Wells FargoBank, National Association, as Master Servicer, Midland Loan Services, aDivision of PNC Bank, National Association, as Special Servicer, TriMont RealEstate Advisors, Inc., as Trust Advisor, U.S. Bank National Association, asTrustee, and Wells Fargo Bank, National Association, as CertificateAdministrator, Certificate Registrar, Authenticating Agent and Custodian (filedas Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on March12, 2014 under Commission File No. 333-177707-02 and incorporated by referenceherein).

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        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

33.3        Deutsche Bank Trust Company Americas, as Trustee (Omitted.  SeeExplanatory Notes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Situs Holdings, LLC, as Trust Advisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Westfield Countryside Mortgage Loan (see Exhibit 33.1)

33.11      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Westfield Countryside MortgageLoan (see Exhibit 33.2)

33.12      Deutsche Bank Trust Company Americas, as Trustee of the Westfield CountrysideMortgage Loan (Omitted.  See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the Westfield Countryside Mortgage Loan (see Exhibit 33.5)

33.14      Situs Holdings, LLC, as Trust Advisor of theWestfield Countryside Mortgage Loan (see Exhibit 33.6)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Westfield Countryside Mortgage Loan (see Exhibit 33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.17      Wells Fargo Bank, National Association, as PrimaryServicer of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 33.1)

33.18      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of The Mall at Tuttle CrossingMortgage Loan (see Exhibit 33.2)

33.19      Deutsche Bank Trust Company Americas, as Trustee of The Mall at Tuttle CrossingMortgage Loan (Omitted.  See Explanatory Notes.)

33.20      Wells Fargo Bank, National Association, asCustodian of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 33.5)

33.21      Situs Holdings, LLC, as Trust Advisor of The Mallat Tuttle Crossing Mortgage Loan (see Exhibit 33.6)

33.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 33.7)

33.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Southdale Center Mortgage Loan(see Exhibit 33.2)

33.25      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Southdale Center Mortgage Loan(see Exhibit 33.2)

33.26      Wells Fargo Bank, National Association, as Trustee of the Southdale CenterMortgage Loan (Omitted.  See Explanatory Notes.)

33.27      Wells Fargo Bank, National Association, asCustodian of the Southdale Center Mortgage Loan (see Exhibit 33.5)

33.28      Park Bridge Lender Services LLC, as Trust Advisorof the Southdale Center Mortgage Loan

33.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.30      Wells Fargo Bank, National Association, as PrimaryServicer of the Marriott Chicago River North Hotel Mortgage Loan (see Exhibit33.1)

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Marriott Chicago River NorthHotel Mortgage Loan prior to June 24, 2021 (see Exhibit 33.2)

33.32      CWCapital Asset Management LLC, as Special Servicer of the Marriott ChicagoRiver North Hotel Mortgage Loan on and after June 24, 2021 (Omitted.  SeeExplanatory Notes.)

33.33      U.S. Bank National Association, as Trustee of the Marriott Chicago River NorthHotel Mortgage Loan (Omitted.  See Explanatory Notes.)

33.34      Wells Fargo Bank, National Association, asCustodian of the Marriott Chicago River North Hotel Mortgage Loan (see Exhibit33.5)

33.35      TriMont Real Estate Advisors, Inc., as TrustAdvisor of the Marriott Chicago River North Hotel Mortgage Loan

33.36      CoreLogic Solutions, LLC, as Servicing Function Participantof the Marriott Chicago River North Hotel Mortgage Loan (see Exhibit 33.7)

33.37      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

34.3        Deutsche Bank Trust Company Americas, as Trustee (Omitted.  SeeExplanatory Notes.)

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, asCustodian

34.6        Situs Holdings, LLC, as Trust Advisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

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

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

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Westfield Countryside Mortgage Loan (see Exhibit 34.1)

34.11      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Westfield Countryside MortgageLoan (see Exhibit 34.2)

34.12      Deutsche Bank Trust Company Americas, as Trustee of the Westfield CountrysideMortgage Loan (Omitted.  See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the Westfield Countryside Mortgage Loan (see Exhibit 34.5)

34.14      Situs Holdings, LLC, as Trust Advisor of theWestfield Countryside Mortgage Loan (see Exhibit 34.6)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Westfield Countryside Mortgage Loan (see Exhibit 34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.17      Wells Fargo Bank, National Association, as PrimaryServicer of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 34.1)

34.18      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of The Mall at Tuttle CrossingMortgage Loan (see Exhibit 34.2)

34.19      Deutsche Bank Trust Company Americas, as Trustee of The Mall at Tuttle CrossingMortgage Loan (Omitted.  See Explanatory Notes.)

34.20      Wells Fargo Bank, National Association, asCustodian of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 34.5)

34.21      Situs Holdings, LLC, as Trust Advisor of The Mallat Tuttle Crossing Mortgage Loan (see Exhibit 34.6)

34.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 34.7)

34.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.24      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Southdale Center Mortgage Loan(see Exhibit 34.2)

34.25      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Southdale Center Mortgage Loan(see Exhibit 34.2)

34.26      Wells Fargo Bank, National Association, as Trustee of the Southdale CenterMortgage Loan (Omitted.  See Explanatory Notes.)

34.27      Wells Fargo Bank, National Association, asCustodian of the Southdale Center Mortgage Loan (see Exhibit 34.5)

34.28      Park Bridge Lender Services LLC, as Trust Advisorof the Southdale Center Mortgage Loan

34.29      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.30      Wells Fargo Bank, National Association, as PrimaryServicer of the Marriott Chicago River North Hotel Mortgage Loan (see Exhibit34.1)

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Marriott Chicago River NorthHotel Mortgage Loan prior to June 24, 2021 (see Exhibit 34.2)

34.32      CWCapital Asset Management LLC, as Special Servicer of the Marriott ChicagoRiver North Hotel Mortgage Loan on and after June 24, 2021 (Omitted.  SeeExplanatory Notes.)

34.33      U.S. Bank National Association, as Trustee of the Marriott Chicago River NorthHotel Mortgage Loan (Omitted.  See Explanatory Notes.)

34.34      Wells Fargo Bank, National Association, asCustodian of the Marriott Chicago River North Hotel Mortgage Loan (see Exhibit34.5)

34.35      TriMont Real Estate Advisors, Inc., as TrustAdvisor of the Marriott Chicago River North Hotel Mortgage Loan

34.36      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Marriott Chicago River North Hotel Mortgage Loan (seeExhibit 34.7)

34.37      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

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

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the Westfield Countryside Mortgage Loan (see Exhibit 35.1)

35.6        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Westfield Countryside MortgageLoan (see Exhibit 35.2)

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of The Mall at Tuttle Crossing Mortgage Loan (see Exhibit 35.1)

35.8        Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of The Mall at Tuttle CrossingMortgage Loan (see Exhibit 35.2)

35.9        Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Southdale Center Mortgage Loan(see Exhibit 35.2)

35.10      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Southdale Center Mortgage Loan(see Exhibit 35.2)

35.11      Wells Fargo Bank, National Association, as PrimaryServicer of the Marriott Chicago River North Hotel Mortgage Loan (see Exhibit35.1)

35.12      Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer of the Marriott Chicago River NorthHotel Mortgage Loan prior to June 24, 2021 (see Exhibit 35.2)

35.13      CWCapital Asset Management LLC, as Special Servicer of the Marriott ChicagoRiver North Hotel Mortgage Loan on and after June 24, 2021 (Omitted.  SeeExplanatory Notes.)

99.1        Mortgage Loan Purchase Agreement, dated as of August 1,2013, between Banc of America Merrill Lynch Commercial Mortgage Inc. and Bankof America, National Association (filed as Exhibit 99.1 to the registrant’sCurrent Report on Form 8-K filed on August 12, 2013 under Commission File No.333-177707-02 and incorporated by reference herein)

99.2        Mortgage Loan Purchase Agreement, dated as of August 1,2013, between Banc of America Merrill Lynch Commercial Mortgage Inc. and MorganStanley Mortgage Capital Holdings LLC (filed as Exhibit 99.2 to theregistrant’s Current Report on Form 8-K filed on August 12, 2013 underCommission File No. 333-177707-02 and incorporated by reference herein)

99.3        Mortgage Loan Purchase Agreement, dated as of August 1,2013, between Banc of America Merrill Lynch Commercial Mortgage Inc. and CIBCInc. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-Kfiled on August 12, 2013 under Commission File No. 333-177707-02 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.

Banc of America Merrill LynchCommercial Mortgage Inc.(Depositor)

/s/ LelandF. Bunch, III

Leland F.Bunch, III, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 18, 2022