Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2013
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 333-177891-05
WFRBS Commercial Mortgage Trust 2013-C15
(exact name of issuing entity as specified in its charter)
RBS Commercial Funding Inc.
(exact name of the depositor as specified in its charter)
The Royal Bank of Scotland plc
Wells Fargo Bank, National Association
RBS Financial Products Inc.
NCB, FSB
Liberty Island Group I LLC
C-III Commercial Mortgage LLC
Basis Real Estate Capital II, LLC
(exact names of the sponsors as specified in their charters)
New York 38-3918453
(State or other jurisdiction of 38-3918454
incorporation or organization) 38-3918455
38-7103174
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (203) 897-2700
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Note - Checking the box above will not relieve any registrant required to
file reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation 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 post such
files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer", "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the
Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document
is incorporated: (1) any annual report to security holders; (2) any proxy or
information statement; and (3) any prospectus filed pursuant to Rule 424(b)
or (c) under the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTES
The Augusta Mall Mortgage Loan, which constituted approximately 9.9% of the
asset pool of the issuing entity as of its cut-off date, is an asset of the
issuing entity and is part of a loan combination that includes the Augusta
Mall Mortgage Loan and one other pari passu loan that is not an asset of the
issuing entity. This loan combination, including the Augusta Mall Mortgage
Loan, is being serviced and administered pursuant to the Pooling and Servicing
Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual
Report on Form 10-K.
The Exhibit Index describes exhibits provided by certain parties (in their
capacities indicated on the Exhibit Index) with respect to the Carolina
Place Mortgage Loan, which constituted approximately 7.7% of the asset pool
of the issuing entity as of its cut-off date. The Carolina Place Mortgage
Loan is an asset of the issuing entity and is part of a loan combination that
includes the Carolina Place Mortgage Loan and one other pari passu loan that
is not an asset of the issuing entity. The other pari passu portion of the
loan combination was securitized in the WFCMT 2013-LC12 Mortgage Trust
transaction, Commission File Number 333-172366-08 (the WFCMT 2013-LC12
Transaction). This loan combination, including the Carolina Place Mortgage
Loan, is being serviced and administered pursuant to the pooling and servicing
agreement for the WFCMT 2013-LC12 Transaction, which is incorporated by
reference as Exhibit 4.2 to this Annual Report on Form 10-K.
This Annual Report on Form 10-K includes assessments of compliance with
applicable servicing criteria and accountants attestation reports from
CoreLogic Commercial Real Estate Services, Inc. and National Tax Search, LLC.
These entities were engaged by the master servicer (except with respect to
those Mortgage Loans for which Prudential Asset Resources, Inc. is the primary
servicer) and primary servicer with respect to the Augusta Mall and Carolina
Place Mortgage Loans to remit tax payments received from the escrow accounts
of borrowers to local taxing authorities, to report tax amounts due, to
verify tax parcel information, and to verify non-escrow tax payments. These
services are included within the servicing criteria set forth in Items
1122(d)(4)(xi) and 1122(d)(4)(xii). Therefore, under the principles-based
definition of servicer set forth in Item 1101(j), these vendors are servicers
for the purposes of Item 1122. See Manual of Publicly Available Telephone
Interpretations, Section 3, Item 1101(j).
Wells Fargo Bank, National Association (Wells Fargo) is the master servicer,
the certificate administrator and the custodian for the mortgage loans
serviced under the Pooling and Servicing Agreement, and the primary servicer,
the certificate administrator and the custodian of the Carolina Place
Mortgage Loan. These mortgage loans, in the aggregate, constituted more than
10% of the asset pool of the issuing entity as of its cut-off date. Thus,
Wells Fargo is a servicer, as defined in Item 1108(a)(iii) of Regulation AB,
with respect to these mortgage loans. The assessments of compliance with
applicable servicing criteria, accountants attestation reports and servicer
compliance statements delivered by Wells Fargo in the capacities described
above are listed in the Exhibit Index.
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 of Financial Condition and
Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure.
Omitted.
Item 9A. Controls and Procedures.
Omitted.
Item 9A(T). Controls and Procedures.
Omitted.
Item 9B. Other Information.
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, 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 Obligor Financial Information.
No single obligor represents 10% or more of the pool assets held by the issuing
entity.
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described 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 any derivative instruments
or other support for the certificates within this transaction as described
under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no material pending legal proceedings involving the
Trust and all parties related to such Trust, other than routine litigation
incidental to the duties of those respective parties.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The information regarding this Item has been previously provided in a
prospectus supplement filed on August 20, 2013 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15. Attached as Schedule III to
the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).
The reports on assessments of compliance with the servicing criteria for
asset-backed securities and related attestation reports on such assessments of
compliance with respect to the Carolina Place Mortgage Loan, which is being
serviced and administered pursuant to the pooling and servicing agreement for
the WFCMT 2013-LC12 Transaction, are attached as Exhibits 33.3, 33.8, 33.11, 33.
13, 33.22, 33.23 and 33.24 and 34.3, 34.8, 34.11, 34.13, 34.22, 34.23 and
33.24. Attached as Schedule III to the pooling and servicing agreement for the
WFCMT 2013-LC12 Transaction incorporated by reference as Exhibit 4.2 to this
Annual Report on Form 10-K is a chart identifying the entities participating
in a servicing function for the WFCMT 2013-LC12 Transaction responsible for
each applicable servicing criteria set forth in Item 1122(d).
The assessment of compliance with applicable servicing criteria furnished
pursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC
("CWAM") attached to this Annual Report on Form 10-K as Exhibit 33.5 discloses
that a material instance of noncompliance occurred, as described below:
Material Instance of Noncompliance by CWAM
CWAM's assessment of compliance with the Applicable Servicing Criteria set
forth by the Securities and Exchange Commission in paragraph (d) of Item 1122
of Regulation AB as of December 31, 2013 and for the Reporting Period,
disclosed that a material instance of noncompliance occurred with respect to
the servicing criterion set forth in Item 1122(d)(4)(vii), as follows:
With respect to servicing criterion 1122(d)(4)(vii), certain loss mitigation or
recovery actions (e.g., forbearance plans, modifications and deeds in lieu of
foreclosure, foreclosures and repossessions, as applicable) were not initiated,
conducted and concluded in accordance with the timeframes or other requirements
established by the transaction agreements.
Management's Discussion on Material Instance of Noncompliance by CWAM
1122(d)(4)(vii): Loss mitigation or recovery actions (e.g., forbearance plans,
modifications and deeds in lieu of foreclosure, foreclosures and repossessions,
as applicable) are initiated, conducted and concluded in accordance with the
time frames or other requirements established by the transaction agreements.
Noncompliance:
CWAM has identified a material instance of non-compliance as of December 31,
2013 and for the Reporting Period as a result of misappropriations of funds
from certain securitization transactions included in the Platform by a single
CWAM employee (the "Misappropriations"). The Misappropriations started in 2012
and were detected and ceased in September 2013, and included an aggregate
amount of approximately $6,000,000. The Misappropriations were limited to
certain securitization transactions in the Platform.
Remediation:
Promptly upon discovery of the Misappropriations in September 2013, CWAM
terminated the offending employee and filed a civil action to recover the
misappropriated funds . As of December 31, 2013, all of the affected
securitization transactions in the Platform have been fully reimbursed. CWAM
has also promptly notified rating agencies and criminal authorities of the
Misappropriations and the former employee was arrested on October 2, 2013.
Adjustments have been made to CWAM's policies and procedures to minimize the
risk of future misappropriation or errors.
CWAM has advised counsel to the registrant that the reported instance of
material instance of noncompliance did not affect this issuing entity.
The assessment of compliance with applicable servicing criteria for the twelve
months ended December 31, 2013, furnished pursuant to Item 1122 of Regulation
AB by National Tax Search, LLC (the "2013 NTS Assessment") for its commercial
real estate mortgage loans platform, discloses that material instances of
noncompliance occurred with respect to the servicing criterion described in
Item 1122(d)(2)(vii) of Regulation AB. The 2013 NTS Assessment is attached to
this Form 10-K as exhibit 33.6. The material instances of noncompliance
disclosed in the 2013 NTS Assessment are as follows:
Material Instances of Noncompliance by National Tax Search, LLC
1122(d)(2)(vii): Reconciliations are prepared on a monthly basis for all
asset-backed securities related to bank accounts, including custodial accounts
and related clearing accounts. These reconciliations (B) Are prepared within 30
calendar days after the bank statement cutoff date, or such other number of
days Specificied (sic) in the transaction agreement and (D) Contain
explanations for reconciling items. These reconciling items are resolved within
90 calendar days of their original identification, or such other number of days
specificied (sic) in transaction agreements.
Noncompliance
During the reporting period, certain reconciliations were not completed within
30 calendar days after the bank statement cutoff date. Certain reconciling
items lacked proper explanations and were not resolved within 90 day (sic)
calendar days of their original identification.
Remediation
Management corrected the timeliness of reconciliations within the Period and
Plante Moran auditors have reviewed, under an agreed-upon procedures
engagement, the compliance with the servicing criteria of section
1122(d)(2)(vii), attributes B & D, as defined above, as of January 31, 2014,
noting no matters of concern.
In the first quarter of 2014 Management will also complete installation of a
Treasury Workstation system, which allows for the automation of daily
reconciliation allowing for review and research throughout the month instead of
the days after a bank statement cutoff date. This daily reconciliation will be
accompanied by proper explanation of all reconciling items. Management will
review any items that require resolution and reporting will provide aging of
items at 30, 45 and 60 day levels to prevent exceeding the 90 calendar day
requirement.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following is a list of documents filed as part of this 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, between
RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer, CWCapital Asset Management LLC, as
general special servicer, NCB, FSB, as NCB co-op special servicer, NCB, FSB,
as NCB master servicer, Trimont Real Estate Advisors, Inc., as trust advisor,
Wells Fargo Bank, National Association, as certificate administrator, tax
administrator and as custodian, and U.S. Bank National Association, as
trustee (filed as Exhibit 4.1 to the registrant's Current Report on Form
8-K filed on August 20, 2013 and incorporated by reference herein).
(4.2) Pooling and Servicing Agreement, dated as of July 1, 2013, between
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Park Bridge Lender Services LLC, as trust advisor,
Wells Fargo Bank, National Association, as certificate administrator, as tax
administrator and as custodian, and U.S. Bank National Association, as
trustee (filed as Exhibit 4.1 to Wells Fargo Commercial Mortgage Securities,
Inc.s Current Report on Form 8-K/A filed on October 15, 2013 in connection
with the WFCMT 2013-LC12 transaction and incorporated by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
33.2 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Augusta Mall Mortgage Loan (see Exhibit 33.1)
33.3 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Carolina Place Mortgage Loan (see Exhibit 33.1)
33.4 CWCapital Asset Management LLC as Special Servicer for the Augusta Mall Mortgage
Loan (see Exhibit 33.5)
33.5 CWCapital Asset Management LLC as General Special Servicer
33.6 National Tax Search, LLC as Servicing Function Participant
33.7 National Tax Search, LLC as Servicing Function Participant for the Augusta Mall
Mortgage Loan (see Exhibit 33.6)
33.8 National Tax Search, LLC as Servicing Function Participant for the Carolina Place
Mortgage Loan (see Exhibit 33.6)
33.9 NCB, FSB as NCB Master Servicer
33.10 NCB, FSB as Co-op Special Servicer
33.11 Park Bridge Lender Services LLC as Trust Advisor for the Carolina Place Mortgage
Loan
33.12 Prudential Asset Resources, Inc. as Primary Servicer
33.13 Rialto Capital Advisors, LLC as Special Servicer for the Carolina Place Mortgage
Loan
33.14 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Augusta Mall Mortgage
Loan (see Exhibit 33.15)
33.15 TriMont Real Estate Advisors, Inc. as Trust Advisor
33.16 Wells Fargo Bank, National Association as Primary Servicer for the Augusta Mall
Mortgage Loan (see Exhibit 33.17)
33.17 Wells Fargo Bank, National Association as General Master Servicer
33.18 Wells Fargo Bank, National Association as Custodian for the Augusta Mall Mortgage
Loan (see Exhibit 33.21)
33.19 Wells Fargo Bank, National Association as Certificate Administrator
33.20 Wells Fargo Bank, National Association as Certificate Administrator for the
Augusta Mall Mortgage Loan (see Exhibit 33.19)
33.21 Wells Fargo Bank, National Association as Custodian
33.22 Wells Fargo Bank, National Association as Certificate Administrator for the
Carolina Place Mortgage Loan (see Exhibit 33.19)
33.23 Wells Fargo Bank, National Association as Custodian for the Carolina Place
Mortgage Loan (see Exhibit 33.21)
33.24 Wells Fargo Bank, National Association as Primary Servicer for the Carolina Place
Mortgage Loan (see Exhibit 33.17)
(34) Attestation reports on assessment of compliance with servicing criteria
for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
34.2 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Augusta Mall Mortgage Loan (see Exhibit 34.1)
34.3 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Carolina Place Mortgage Loan (see Exhibit 34.1)
34.4 CWCapital Asset Management LLC as Special Servicer for the Augusta Mall Mortgage
Loan (see Exhibit 34.5)
34.5 CWCapital Asset Management LLC as General Special Servicer
34.6 National Tax Search, LLC as Servicing Function Participant
34.7 National Tax Search, LLC as Servicing Function Participant for the Augusta Mall
Mortgage Loan (see Exhibit 34.6)
34.8 National Tax Search, LLC as Servicing Function Participant for the Carolina Place
Mortgage Loan (see Exhibit 34.6)
34.9 NCB, FSB as NCB Master Servicer
34.10 NCB, FSB as Co-op Special Servicer
34.11 Park Bridge Lender Services LLC as Trust Advisor for the Carolina Place Mortgage
Loan
34.12 Prudential Asset Resources, Inc. as Primary Servicer
34.13 Rialto Capital Advisors, LLC as Special Servicer for the Carolina Place Mortgage
Loan
34.14 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Augusta Mall Mortgage
Loan (see Exhibit 34.15)
34.15 TriMont Real Estate Advisors, Inc. as Trust Advisor
34.16 Wells Fargo Bank, National Association as Primary Servicer for the Augusta Mall
Mortgage Loan (see Exhibit 34.17)
34.17 Wells Fargo Bank, National Association as General Master Servicer
34.18 Wells Fargo Bank, National Association as Custodian for the Augusta Mall Mortgage
Loan (see Exhibit 34.21)
34.19 Wells Fargo Bank, National Association as Certificate Administrator
34.20 Wells Fargo Bank, National Association as Certificate Administrator for the
Augusta Mall Mortgage Loan (see Exhibit 34.19)
34.21 Wells Fargo Bank, National Association as Custodian
34.22 Wells Fargo Bank, National Association as Certificate Administrator for the
Carolina Place Mortgage Loan (see Exhibit 34.19)
34.23 Wells Fargo Bank, National Association as Custodian for the Carolina Place
Mortgage Loan (see Exhibit 34.21)
34.24 Wells Fargo Bank, National Association as Primary Servicer for the Carolina Place
Mortgage Loan (see Exhibit 34.17)
(35) Servicer compliance statements.
35.1 CWCapital Asset Management LLC as Special Servicer for the Augusta Mall Mortgage
Loan (see Exhibit 35.2)
35.2 CWCapital Asset Management LLC as General Special Servicer
35.3 NCB, FSB as NCB Master Servicer
35.4 NCB, FSB as Co-op Special Servicer
35.5 Prudential Asset Resources, Inc. as Primary Servicer
35.6 Rialto Capital Advisors, LLC as Special Servicer for the Carolina Place Mortgage
Loan
35.7 Wells Fargo Bank, National Association as Primary Servicer for the Augusta Mall
Mortgage Loan (see Exhibit 35.8)
35.8 Wells Fargo Bank, National Association as General Master Servicer
35.9 Wells Fargo Bank, National Association as Certificate Administrator
35.10 Wells Fargo Bank, National Association as Certificate Administrator for the Augusta
Mall Mortgage Loan (see Exhibit 35.9)
35.11 Wells Fargo Bank, National Association as Certificate Administrator for the Carolina Place
Mortgage Loan
35.12 Wells Fargo Bank, National Association as Primary Servicer for the Carolina Place Mortgage Loan
(99.1) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on August 20, 2013 and incorporated by reference herein)
(99.2) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and RBS Financial Products Inc. (filed
as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on
August 20, 2013 and incorporated by reference herein)
(99.3) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and Wells Fargo Bank, National
Association (filed as Exhibit 99.3 to the registrant's Current Report on
Form 8-K filed on August 20, 2013 and incorporated by reference herein)
(99.4) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and
Basis Investment Group LLC (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on August 20, 2013 and incorporated by
reference herein)
(99.5) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty
Island Group LLC (filed as Exhibit 99.5 to the registrant's Current Report
on Form 8-K filed on August 20, 2013 and incorporated by reference herein)
(99.6) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC
(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K filed
on August 20, 2013 and incorporated by reference herein)
(99.7) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and NCB, FSB (filed as Exhibit 99.7 to
the registrant's Current Report on Form 8-K filed on August 20, 2013 and
incorporated by reference herein)
(b) Not applicable.
(c) Omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
RBS Commercial Funding Inc.
(Depositor)
/s/ Wayne Potters
Wayne Potters, President and Managing Director
(senior officer in charge of securitization of the depositor)
Date: March 28, 2014
Exhibit Index
Exhibit No.
(4.1) Pooling and Servicing Agreement, dated as of August 1, 2013, between
RBS Commercial Funding Inc., as depositor, Wells Fargo Bank, National
Association, as general master servicer, CWCapital Asset Management LLC, as
general special servicer, NCB, FSB, as NCB co-op special servicer, NCB, FSB,
as NCB master servicer, Trimont Real Estate Advisors, Inc., as trust
advisor, Wells Fargo Bank, National Association, as certificate
administrator, tax administrator and as custodian, and U.S. Bank National
Association, as trustee (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on August 20, 2013 and incorporated by reference
herein).
(4.2) Pooling and Servicing Agreement, dated as of July 1, 2013, between
Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo
Bank, National Association, as master servicer, Rialto Capital Advisors,
LLC, as special servicer, Park Bridge Lender Services LLC, as trust advisor,
Wells Fargo Bank, National Association, as certificate administrator, as
tax administrator and as custodian, and U.S. Bank National Association, as
trustee (filed as Exhibit 4.1 to Wells Fargo Commercial Mortgage Securities,
Inc.s Current Report on Form 8-K/A filed on October 15, 2013 in
connection with the WFCMT 2013-LC12 transaction and incorporated by
reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for
asset-backed securities.
33.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
33.2 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Augusta Mall Mortgage Loan (see Exhibit 33.1)
33.3 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Carolina Place Mortgage Loan (see Exhibit 33.1)
33.4 CWCapital Asset Management LLC as Special Servicer for the Augusta Mall Mortgage
Loan (see Exhibit 33.5)
33.5 CWCapital Asset Management LLC as General Special Servicer
33.6 National Tax Search, LLC as Servicing Function Participant
33.7 National Tax Search, LLC as Servicing Function Participant for the Augusta Mall
Mortgage Loan (see Exhibit 33.6)
33.8 National Tax Search, LLC as Servicing Function Participant for the Carolina Place
Mortgage Loan (see Exhibit 33.6)
33.9 NCB, FSB as NCB Master Servicer
33.10 NCB, FSB as Co-op Special Servicer
33.11 Park Bridge Lender Services LLC as Trust Advisor for the Carolina Place Mortgage
Loan
33.12 Prudential Asset Resources, Inc. as Primary Servicer
33.13 Rialto Capital Advisors, LLC as Special Servicer for the Carolina Place Mortgage
Loan
33.14 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Augusta Mall Mortgage
Loan (see Exhibit 33.15)
33.15 TriMont Real Estate Advisors, Inc. as Trust Advisor
33.16 Wells Fargo Bank, National Association as Primary Servicer for the Augusta Mall
Mortgage Loan (see Exhibit 33.17)
33.17 Wells Fargo Bank, National Association as General Master Servicer
33.18 Wells Fargo Bank, National Association as Custodian for the Augusta Mall Mortgage
Loan (see Exhibit 33.21)
33.19 Wells Fargo Bank, National Association as Certificate Administrator
33.20 Wells Fargo Bank, National Association as Certificate Administrator for the
Augusta Mall Mortgage Loan (see Exhibit 33.19)
33.21 Wells Fargo Bank, National Association as Custodian
33.22 Wells Fargo Bank, National Association as Certificate Administrator for the
Carolina Place Mortgage Loan (see Exhibit 33.19)
33.23 Wells Fargo Bank, National Association as Custodian for the Carolina Place
Mortgage Loan (see Exhibit 33.21)
33.24 Wells Fargo Bank, National Association as Primary Servicer for the Carolina Place
Mortgage Loan (see Exhibit 33.17)
(34) Attestation reports on assessment of compliance with servicing
criteria for asset-backed securities.
34.1 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
34.2 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Augusta Mall Mortgage Loan (see Exhibit 34.1)
34.3 CoreLogic Commercial Real Estate Services, Inc. as Servicing Function Participant
for the Carolina Place Mortgage Loan (see Exhibit 34.1)
34.4 CWCapital Asset Management LLC as Special Servicer for the Augusta Mall Mortgage
Loan (see Exhibit 34.5)
34.5 CWCapital Asset Management LLC as General Special Servicer
34.6 National Tax Search, LLC as Servicing Function Participant
34.7 National Tax Search, LLC as Servicing Function Participant for the Augusta Mall
Mortgage Loan (see Exhibit 34.6)
34.8 National Tax Search, LLC as Servicing Function Participant for the Carolina Place
Mortgage Loan (see Exhibit 34.6)
34.9 NCB, FSB as NCB Master Servicer
34.10 NCB, FSB as Co-op Special Servicer
34.11 Park Bridge Lender Services LLC as Trust Advisor for the Carolina Place Mortgage
Loan
34.12 Prudential Asset Resources, Inc. as Primary Servicer
34.13 Rialto Capital Advisors, LLC as Special Servicer for the Carolina Place Mortgage
Loan
34.14 TriMont Real Estate Advisors, Inc. as Trust Advisor for the Augusta Mall Mortgage
Loan (see Exhibit 34.15)
34.15 TriMont Real Estate Advisors, Inc. as Trust Advisor
34.16 Wells Fargo Bank, National Association as Primary Servicer for the Augusta Mall
Mortgage Loan (see Exhibit 34.17)
34.17 Wells Fargo Bank, National Association as General Master Servicer
34.18 Wells Fargo Bank, National Association as Custodian for the Augusta Mall Mortgage
Loan (see Exhibit 34.21)
34.19 Wells Fargo Bank, National Association as Certificate Administrator
34.20 Wells Fargo Bank, National Association as Certificate Administrator for the
Augusta Mall Mortgage Loan (see Exhibit 34.19)
34.21 Wells Fargo Bank, National Association as Custodian
34.22 Wells Fargo Bank, National Association as Certificate Administrator for the
Carolina Place Mortgage Loan (see Exhibit 34.19)
34.23 Wells Fargo Bank, National Association as Custodian for the Carolina Place
Mortgage Loan (see Exhibit 34.21)
34.24 Wells Fargo Bank, National Association as Primary Servicer for the Carolina Place
Mortgage Loan (see Exhibit 34.17)
(35) Servicer compliance statements.
35.1 CWCapital Asset Management LLC as Special Servicer for the Augusta Mall Mortgage
Loan (see Exhibit 35.2)
35.2 CWCapital Asset Management LLC as General Special Servicer
35.3 NCB, FSB as NCB Master Servicer
35.4 NCB, FSB as Co-op Special Servicer
35.5 Prudential Asset Resources, Inc. as Primary Servicer
35.6 Rialto Capital Advisors, LLC as Special Servicer for the Carolina Place Mortgage
Loan
35.7 Wells Fargo Bank, National Association as Primary Servicer for the Augusta Mall
Mortgage Loan (see Exhibit 35.8)
35.8 Wells Fargo Bank, National Association as General Master Servicer
35.9 Wells Fargo Bank, National Association as Certificate Administrator
35.10 Wells Fargo Bank, National Association as Certificate Administrator for the Augusta
Mall Mortgage Loan (see Exhibit 35.9)
35.11 Wells Fargo Bank, National Association as Certificate Administrator for the Carolina Place
Mortgage Loan
35.12 Wells Fargo Bank, National Association as Primary Servicer for the Carolina Place Mortgage Loan
(99.1) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and The Royal Bank of Scotland plc
(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on August 20, 2013 and incorporated by reference herein)
(99.2) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and RBS Financial Products Inc. (filed
as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on
August 20, 2013 and incorporated by reference herein)
(99.3) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and Wells Fargo Bank, National
Association (filed as Exhibit 99.3 to the registrant's Current Report on
Form 8-K filed on August 20, 2013 and incorporated by reference herein)
(99.4) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc., Basis Real Estate Capital II, LLC and
Basis Investment Group LLC (filed as Exhibit 99.4 to the registrant's
Current Report on Form 8-K filed on August 20, 2013 and incorporated by
reference herein)
(99.5) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc., Liberty Island Group I LLC and Liberty
Island Group LLC (filed as Exhibit 99.5 to the registrant's Current Report
on Form 8-K filed on August 20, 2013 and incorporated by reference herein)
(99.6) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and C-III Commercial Mortgage LLC
(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K filed
on August 20, 2013 and incorporated by reference herein)
(99.7) Mortgage Loan Purchase Agreement, dated as of August 5, 2013,
between RBS Commercial Funding Inc. and NCB, FSB (filed as Exhibit 99.7 to
the registrant's Current Report on Form 8-K filed on August 20, 2013 and
incorporated by reference herein)
