UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,Washington, D.C. 20549
FORM
10-K (Mark10‑K(Mark one)
/X//X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
20132014
OR/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
____________ to _________________ to_____
Commission filenumber:number of the issuing entity: 333-172366-10Central Index Key Number of the issuing entity: 0001589802
WFRBS Commercial Mortgage Trust 2013-UBS1(exact(exact name of the issuing entity as specified in its charter)
Commission file numberCentral Index Key Number of the depositor:
333-1723660000850779
Wells Fargo Commercial Mortgage Securities, Inc.(exact(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0000740906
Wells Fargo Bank,N.A.National Association
(exact name of the sponsor as specified in its charter)Central Index Key Number of the sponsor: 0001541886
UBS Real Estate Securities Inc.
(exact name of the sponsor as specified in its charter)Central Index Key Number of the sponsor: 0000729153
The Royal Bank of Scotland plcRialto Mortgage Finance, LLC (exact
(exact name of thesponsorssponsor as specified in its charter)New York 38-3918790 (State or other jurisdictionCentral Index Key Number of
38-3918791 incorporation or organization) 38-3918792 (I.R.S. Employer Identification No.)the sponsor: 0001592182
Rialto Mortgage Finance, LLC
(exact name of the sponsor as specified in its charter)
New York
(State or other jurisdiction of
incorporation or organization of
the issuing entity)38-3918790
38-3918791
38-3918792
(I.R.S. Employer Identification Numbers)
c/o Wells Fargo Bank,N.A.National Association
9062 Old Annapolis Road
Columbia, MD21045 (Address
(Address of principal executive(Zipoffices of the issuing entity)
21045
(Zip Code)offices) Telephone
Registrant’s telephone number, including area code:(410) 884-2000
(704) 374-6161Securities registered pursuant to Section 12(b) of the Act:
NONE.None.Securities registered pursuant to Section 12(g) of the Act:
NONE.None.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ___/ /Yes /X/ NoXIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___/ /Yes /X/ NoX 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. /X/Yes
X No ___/ /NoIndicate 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'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K10‑K or any amendment to this Form10-K.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“large acceleratedfiler"filer”,"accelerated filer"“accelerated filer” and"smaller“smaller reportingcompany"company” in Rule 12b-2 of the Exchange Act.Large accelerated filer
___/ / Accelerated filer___/ /Non-accelerated filer
X/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 ___/ /Yes /X/ NoXState 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'sregistrant’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. / /Yes / / No
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'sregistrant’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-K10‑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 Sullivan Center Mortgage Loan, which constituted approximately 10.3% 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 Sullivan Center Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. This loan combination, including the Sullivan Center 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 Outlet Collection | Jersey Gardens Mortgage Loan, which constituted approximately 17.9% of the asset pool of the issuing entity as of its cut-off date. The Outlet Collection | Jersey Gardens Mortgage Loan is an asset of the issuing entity and is part of a loan combination that includes The Outlet Collection | Jersey Gardens Mortgage Loan and two other pari passu loans, which are not assets of the issuing entity. One of the other pari passu portions of the loan combination was securitized in the WFCM Commercial Mortgage Trust 2013-C18 transaction, Commission File Number 333-172366-11 (the “WFCM 2013-C18 Transaction”). This loan combination, including The Outlet Collection | Jersey Gardens Mortgage Loan, is being serviced and administered pursuant to the pooling and servicing agreement for the WFCM 2013-C18 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 and the primary servicer for The Outlet Collection | Jersey Gardens Mortgage Loan, 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) that looks to the functions that an entity performs, these vendors are “servicers” for the purposes of Item 1122. See Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).
Deutsche Bank Trust Company Americas acts as trustee of the issuing entity and The Outlet Collection | Jersey Gardens Mortgage Loan. Pursuant to the Pooling and Servicing Agreement and the pooling and servicing agreement with respect to the WFCM 2013-C18 Transaction, the trustee is required to provide an assessment of compliance with applicable servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements). However, the trustee is not required to deliver such assessment of compliance with applicable servicing criteria with respect to any reporting period during which there were no servicing criteria applicable to the trustee, as was the case during the reporting period covered by this Annual Report on Form 10‑K. As a result, this Annual Report on Form 10‑K does not include an assessment of compliance with applicable servicing criteria of the trustee. The assessment of compliance with applicable servicing criteria of the master servicer covers Item 1122(d)(2)(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.
Omitted.Not applicable.
PART II
Item 5. Market for
Registrant'sRegistrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.Omitted.
Item 6. Selected Financial Data.
Omitted.
Item 7.
Management'sManagement’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.
TheThe Outlet Collection | Jersey Gardens Mortgage Loan
loan(loan #1 on Annex A-1 to the Prospectus Supplement of the registrant relating to the issuing entity filed on December 10, 2013 pursuant to Rule 424(b)(5)), is a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB. In accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $42,048,087.00 for the twelve-month period ended December 31, 2014.The Sullivan Center Mortgage Loan (loan #2 on Annex A-1 to the Prospectus Supplement) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB.
The Net Operating IncomeIn accordance with Item 1112(b) of Regulation AB, the most recent unaudited net operating income of the significant obligor was $11,711,069.55 for the2013 Fiscal Year End is $38,079,898. The Sullivan Center Mortgage Loan loan constitutes a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The Net Operating Income for the 2013 Fiscal Year End is $12,347,553.twelve-month period ended December 31, 2014.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)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.
UBSRES is currently engaged inThe registrant knows of no material pending legal proceedings involving the Trust or any party related to such Trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to
various legacy residential mortgage-backed securities transactions. Some litigants are seeking the repurchasewith respect to Deutsche Bank Trust Company Americas, as trustee, and Wells Fargo Bank, National Association, as certificate administrator:Deutsche Bank Trust Company Americas (“DBTCA”) has been named as a defendant in civil litigation concerning its role as trustee of
mortgage loans by UBSRES fromcertain residential mortgagesecuritizationbacked securities (“RMBS”) trusts. On June 18, 2014, a group of investors (“Plaintiff Investors”) filed a civil action against DBTCA and Deutsche Bank National Trust Company (“DBNTC”) in New York State Supreme Court purportedly on behalf of and for the benefit of 544 private-label RMBS trusts asserting claims for alleged violations of the Trust Indenture Act of 1939, breach of contract, breach of fiduciary duty and negligence based on DBTCA’s and DBNTC’s alleged failure to perform their obligations as trustees for thebasistrusts (the “NY Derivative Action”). An amended complaint was filed on July 16, 2014, adding Plaintiff Investors and RMBS trusts to the NY Derivative Action. On November 24, 2014, the Plaintiff Investors moved to voluntarily dismiss the NY Derivative Action without prejudice. Also on November 24, 2014, substantially the same group of Plaintiff Investors filed a civil action against DBTCA and DBNTC in the United States District Court for the Southern District of New York (the “SDNY Action”), making substantially the same allegations as the New York Derivative Action with respect to 564 RMBS trusts (542 of which were at issue in the NY Derivative Action). The SDNY Action is styled both as a derivative action on behalf of the named RMBS Trusts and, in the alternative, as a putative class action on behalf of holders of RMBS representing interests in those RMBS trusts. DBTCA is vigorously defending the SDNY Action. DBTCA has no pending legal proceedings (including, based on DBTCA’s present evaluation, the litigation disclosed in this paragraph) that would materially affect its ability to perform its duties as Trustee on behalf of the Certificateholders.On June 18, 2014, a group of institutional investors filed a civil complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, National Association (“Wells Fargo Bank”), in its capacity as trustee under 276 residential mortgage backed securities ("RMBS") trusts, which was later amended on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily dismiss the state court action without prejudice. That same day, a group of institutional investors filed a civil complaint in the United States District Court for the Southern District of New York against Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Complaint”). In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the prior state court action, the Complaint is one of six similar complaints filed contemporaneously against RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Complaint against Wells Fargo Bank alleges that the
loans are allegedly in breachtrustee caused losses to investors and asserts causes ofcontractualaction based upon, among other things, the trustee's alleged failure to (i) enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default purportedly caused by breaches by mortgage loan servicers, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought includes money damages ingoverning transaction documents.an unspecified amount, reimbursement of expenses, and equitable relief. Otherlitigants arecases allegingviolationssimilar causes offederal and/or state securities or common law for alleged misrepresentationsaction have been filed against Wells Fargo Bank andomissionsother trustees by RMBS investors inoffering documents in connection with the issuance and/or distribution of residential mortgage-backed securities. No assurancethese and other transactions. There can begiven that one or moreno assurances as to the outcome of theforegoinglitigation, or the possible impact of the litigation on the trustee or the RMBS trusts. However, Wells Fargo Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actionswillwere notresult in material liabilitythe cause of any losses toUBSRES.investors, and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously
filedprovided in a prospectus supplement of the Registrant relating to the issuing entity filed on December 7, 2013 pursuant to Rule 424(b)(5)filing dated December 17, 2013..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
15.15 to this Annual Report on Form 10-K. 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 criterion 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 Outlet Collection | Jersey Gardens Mortgage Loan, which is being serviced and administered pursuant to the pooling and servicing agreement for the WFCM 2013-C18 Transaction, are attached under Item 15 to this Annual Report on Form 10‑K. Attached as Schedule III to the pooling and servicing agreement 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 transaction responsible for each applicable servicing criterion 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")
isattached to this Annual Report on Form 10-K as Exhibit33.2. The33.2 discloses that a materialinstancesinstance of noncompliancedisclosed in the CWAM assessment areoccurred, asfollows: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,
20132014 and for the Reporting Period, disclosedthata material instance of noncompliance that occurred with respect to the servicing criterion set forth in Item 1122(d)(4)(vii)(1)(i), as follows:*WithWith respect to compliance with servicing criterion 1122(d)
(4)(vii)(1)(i),certain loss mitigation or recovery actions (e.g., forbearance plans, modificationsCWAM’s policies anddeeds in lieu of foreclosure, foreclosures and repossessions, as applicable)procedures were notinitiated, conductedproperly instituted to monitor loan performance or other triggers andconcludedevents of defaults in accordance with thetimeframes or other requirements established by thetransaction agreements.Management's Discussion on Material Instance of Noncompliance by CWAM
1122(d)
(4)(vii)(1)(i):Loss mitigationPolicies and procedures are instituted to monitor any performance orrecovery actions (e.g., forbearance plans, modificationsother triggers anddeedsevents of default inlieuaccordance offoreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concludedthe transaction agreements. Timely reporting results of monitoring loan performance to the trusts, in accordance with thetime frames or other requirements established by thetransaction agreements.Noncompliance:
CWAM has identified a materialThe instance of
non-compliance as of December 31, 2013 andmaterial noncompliance, for the Reporting Periodasincluded aresult of misappropriations of funds fromfailure to deliver required asset status reports ("ASRs") to the transaction parties in a timely manner with respect to certain agreements for the securitization transactionsincludeddescribed in thePlatform by a single CWAM employee (the "Misappropriations")table below (which do not include the securitization transaction to which this Annual Report on Form 10-K relates). TheMisappropriations started in 2012preparation andwere detecteddelivery of ASRs to the transaction parties are a component of CWAM's requirements under section 1122(d)(1)(i) of Regulation AB. The typical delivery timeframe ranges from 30 to 90 days andceased in September 2013, and included an aggregate amountis dependent upon the related transaction agreements. Certain securitizations require ASRs upon transfer ofapproximately $6,000,000. The Misappropriations were limiteda loan tocertain securitization transactionsCWAM. During the reporting period, CWAM prepared the required ASRs, but failed to deliver the ASRs within the timeframes specified in thePlatform. Remediation: Promptly upon discoverytransaction agreements. The ASRs for a total of 34 loans related to 17 securitizations were not delivered on time. CWAM remedied theMisappropriationsissue inSeptember 2013, CWAM terminated the offending employee and filed a civil action to recover the misappropriated funds . As ofDecember31, 2013,2014 by delivering all of theaffected 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.delinquent reports.Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached
hereto under Item 15.as Exhibits to this Annual Report on Form 10-K.Part IV
Item 15. Exhibits and Financial Statement Schedules.
(a)
Exhibits. (4.1)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 December 1, 2013,
incorporated by reference fromamong Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, Deutsche Bank Trust Company Americas, as trustee, and Park Bridge Lender Services LLC, as trust advisor (filed as Exhibit 4.1ofto theissuing entity'sregistrant’s Current Report on Form 8-K/A filedwith the Commissionon February 14,2014. (31)2014 and incorporated by reference herein)4.2 Pooling and Servicing Agreement, dated as of December 1, 2013, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, NCB, FSB, as NCB master servicer, NCB, FSB, as co-op special servicer, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, Deutsche Bank Trust Company Americas, as trustee, and Pentalpha Surveillance LLC, as trust advisor (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K/A filed on February 14, 2014 in connection with the WFCM 2013-C18 Transaction and incorporated by reference herein)
31 Rule 13a-14(d)/15d-14(d)
Certification. (33)Certifications.33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1
CoreLogic Commercial Real Estate Services, Inc. as Vendor forWells Fargo Bank,N.A.National Association, as Master Servicer33.2 CWCapital Asset Management LLC, as Special Servicer
33.3 Wells Fargo Bank, National Association, as Certificate Administrator
33.4 Wells Fargo Bank, National Association, as Custodian
33.5 Park Bridge Lender Services LLC, as Trust Advisor
33.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.7 National Tax Search, LLC, as
Vendor forServicing Function Participant33.8 Wells Fargo Bank,
N.A.National Association, asMasterPrimary Servicer33.4for the Sullivan Center Mortgage Loan (see Exhibit 33.1)33.9 CWCapital Asset Management LLC, as Special Servicer for the Sullivan Center Mortgage Loan (see Exhibit 33.2)
33.10 Wells Fargo Bank, National Association, as Certificate Administrator for the Sullivan Center Mortgage Loan (see Exhibit 33.3)
33.11 Wells Fargo Bank, National Association, as Custodian for the Sullivan Center Mortgage Loan (see Exhibit 33.4)
33.12 Park Bridge Lender Services LLC, as Trust Advisor
33.5for the Sullivan Center Mortgage Loan (see Exhibit 33.5)33.13 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 33.6)
33.14 National Tax Search, LLC, as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 33.7)
33.15 Wells Fargo Bank,
N.A.National Association, asMasterPrimary Servicer33.6for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.1)33.16 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
33.17 Wells Fargo Bank,
N.A.National Association, as Certificate Administrator33.7for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.3)33.18 Wells Fargo Bank,
N.A.National Association, as Custodian for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.4)33.19 Pentalpha Surveillance LLC, as
CustodianTrust Advisor for The Outlet Collection | Jersey Gardens Mortgage Loan33.20 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.6)
33.21 National Tax Search, LLC, as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.7)
(34)34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1
CoreLogic Commercial Real Estate Services, Inc. as Vendor forWells Fargo Bank,N. A.National Association, as Master Servicer34.2 CWCapital Asset Management LLC, as Special Servicer
34.3 Wells Fargo Bank, National Association, as Certificate Administrator
34.4 Wells Fargo Bank, National Association, as Custodian
34.5 Park Bridge Lender Services LLC, as Trust Advisor
34.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
34.7 National Tax Search, LLC, as
Vendor forServicing Function Participant34.8 Wells Fargo Bank,
N.A.National Association, asMasterPrimary Servicer34.4for the Sullivan Center Mortgage Loan (see Exhibit 34.1)34.9 CWCapital Asset Management LLC, as Special Servicer for the Sullivan Center Mortgage Loan (see Exhibit 34.2)
34.10 Wells Fargo Bank, National Association, as Certificate Administrator for the Sullivan Center Mortgage Loan (see Exhibit 34.3)
34.11 Wells Fargo Bank, National Association, as Custodian for the Sullivan Center Mortgage Loan (see Exhibit 34.4)
34.12 Park Bridge Lender Services LLC, as Trust Advisor
34.5for the Sullivan Center Mortgage Loan (see Exhibit 34.5)34.13 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 34.6)
34.14 National Tax Search, LLC, as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 34.7)
34.15 Wells Fargo Bank,
N.A.National Association, as Primary Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.1)34.16 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
34.17 Wells Fargo Bank, National Association, as Certificate Administrator for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.3)
34.18 Wells Fargo Bank, National Association, as Custodian for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.4)
34.19 Pentalpha Surveillance LLC, as Trust Advisor for The Outlet Collection | Jersey Gardens Mortgage Loan
34.20 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.6)
34.21 National Tax Search, LLC, as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.7)
35 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
34.6 Wells Fargo Bank, N.A. as Certificate Administrator 34.7 Wells Fargo Bank, N.A. as Custodian(35) Servicer compliance statement.
35.135.2 CWCapital Asset Management LLC, as Special Servicer
35.2 Wells Fargo Bank, N.A. as Master Servicer35.3 Wells Fargo Bank,
N.A.National Association, as Certificate Administrator35.4 Wells Fargo Bank, National Association, as Primary Servicer for the Sullivan Center Mortgage Loan (see Exhibit 35.1)
35.5 CWCapital Asset Management LLC, as Special Servicer for the Sullivan Center Mortgage Loan (see Exhibit 35.2)
35.6 Wells Fargo Bank, National Association, as Certificate Administrator for the Sullivan Center Mortgage Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
35.8 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
(99.1) This99.1 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between Wells Fargo Bank, National Association and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.1 to theissuing entitysregistrant's Current Report on Form8-K/A8-K filedwith the Commissionon February 14,2014. (99.2) This2014 and incorporated by reference herein)99.2 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between UBS Real Estate Securities Inc. and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.2 to theissuing entitysregistrant's Current Report on Form 8-K/A filedwith the Commissionon February 14,2014. (99.3) This2014 and incorporated by reference herein)99.3 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between Rialto Mortgage Finance, LLC and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.3 to theissuing entitysregistrant's Current Report on Form 8-K/A filedwith the Commissionon February 14,2014. (99.4) This2014 and incorporated by reference herein)99.4 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.4 to theissuing entitysregistrant's Current Report on Form 8-K/A filedwith the Commissionon February 14,2014.2014 and incorporated by reference herein)(b) The exhibits required to be filed by the registrant pursuant to Item 601 of Regulation S-K are listed above and in the Exhibit Index that immediately follows the signature page hereof.
(c) 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.
Wells Fargo Commercial Mortgage Securities, Inc.
(Depositor)/s//s/ Anthony Sfarra
Anthony Sfarra, President
(senior(senior officer in charge of securitization of the depositor)
Date: March
31, 201430, 2015Exhibit Index
Exhibit No.
(4.1)4.1 Pooling and Servicing Agreement, dated as of December 1, 2013,
incorporated by reference fromamong Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC, as special servicer, NCB, FSB, as NCB master servicer, NCB, FSB, as co-op special servicer, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, Deutsche Bank Trust Company Americas, as trustee, and Park Bridge Lender Services LLC, as trust advisor (filed as Exhibit 4.1ofto theissuing entity'sregistrant’s Current Report on Form 8-K/A filedwith the Commissionon February 14,2014. (31)2014 and incorporated by reference herein)4.2 Pooling and Servicing Agreement, dated as of December 1, 2013, among Wells Fargo Commercial Mortgage Securities, Inc., as depositor, Wells Fargo Bank, National Association, as general master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as general special servicer, NCB, FSB, as NCB master servicer, NCB, FSB, as co-op special servicer, Wells Fargo Bank, National Association, as certificate administrator, tax administrator and custodian, Deutsche Bank Trust Company Americas, as trustee, and Pentalpha Surveillance LLC, as trust advisor (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K/A filed on February 14, 2014 and incorporated by reference herein)
31 Rule 13a-14(d)/15d-14(d)
Certification. (33)Certifications.33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1
CoreLogic Commercial Real Estate Services, Inc. as Vendor forWells Fargo Bank,N.A.National Association, as Master Servicer33.2 CWCapital Asset Management LLC, as Special Servicer
33.3 Wells Fargo Bank, National Association, as Certificate Administrator
33.4 Wells Fargo Bank, National Association, as Custodian
33.5 Park Bridge Lender Services LLC, as Trust Advisor
33.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
33.7 National Tax Search, LLC, as
Vendor forServicing Function Participant33.8 Wells Fargo Bank,
N.A.National Association, asMasterPrimary Servicer33.4for the Sullivan Center Mortgage Loan (see Exhibit 33.1)33.9 CWCapital Asset Management LLC, as Special Servicer for the Sullivan Center Mortgage Loan (see Exhibit 33.2)
33.10 Wells Fargo Bank, National Association, as Certificate Administrator for the Sullivan Center Mortgage Loan (see Exhibit 33.3)
33.11 Wells Fargo Bank, National Association, as Custodian for the Sullivan Center Mortgage Loan (see Exhibit 33.4)
33.12 Park Bridge Lender Services LLC, as Trust Advisor
33.5for the Sullivan Center Mortgage Loan (see Exhibit 33.5)33.13 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 33.6)
33.14 National Tax Search, LLC, as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 33.7)
33.15 Wells Fargo Bank,
N.A.National Association, asMasterPrimary Servicer33.6for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.1)33.16 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
33.17 Wells Fargo Bank,
N.A.National Association, as Certificate Administrator33.7for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.3)33.18 Wells Fargo Bank,
N.A.National Association, as Custodian for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.4)33.19 Pentalpha Surveillance LLC, as
CustodianTrust Advisor for The Outlet Collection | Jersey Gardens Mortgage Loan33.20 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.6)
33.21 National Tax Search, LLC, as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 33.7)
(34)34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1
CoreLogic Commercial Real Estate Services, Inc. as Vendor forWells Fargo Bank,N.A.National Association, as Master Servicer34.2 CWCapital Asset Management LLC, as Special Servicer
34.3 Wells Fargo Bank, National Association, as Certificate Administrator
34.4 Wells Fargo Bank, National Association, as Custodian
34.5 Park Bridge Lender Services LLC, as Trust Advisor
34.6 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant
34.7 National Tax Search, LLC, as
Vendor forServicing Function Participant34.8 Wells Fargo Bank,
N.A.National Association, asMasterPrimary Servicer34.4for the Sullivan Center Mortgage Loan (see Exhibit 34.1)34.9 CWCapital Asset Management LLC, as Special Servicer for the Sullivan Center Mortgage Loan (see Exhibit 34.2)
34.10 Wells Fargo Bank, National Association, as Certificate Administrator for the Sullivan Center Mortgage Loan (see Exhibit 34.3)
34.11 Wells Fargo Bank, National Association, as Custodian for the Sullivan Center Mortgage Loan (see Exhibit 34.4)
34.12 Park Bridge Lender Services LLC, as Trust Advisor
34.5for the Sullivan Center Mortgage Loan (see Exhibit 34.5)34.13 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 34.6)
34.14 National Tax Search, LLC, as Servicing Function Participant for the Sullivan Center Mortgage Loan (see Exhibit 34.7)
34.15 Wells Fargo Bank,
N.A.National Association, as Primary Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.1)34.16 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
34.17 Wells Fargo Bank, National Association, as Certificate Administrator for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.3)
34.18 Wells Fargo Bank, National Association, as Custodian for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.4)
34.19 Pentalpha Surveillance LLC, as Trust Advisor for The Outlet Collection | Jersey Gardens Mortgage Loan
34.20 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.6)
34.21 National Tax Search, LLC, as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan (see Exhibit 34.7)
35 Servicer compliance statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer
34.6 Wells Fargo Bank, N.A. as Certificate Administrator 34.7 Wells Fargo Bank, N.A. as Custodian(35) Servicer compliance statement.
35.135.2 CWCapital Asset Management LLC, as Special Servicer
35.2 Wells Fargo Bank, N.A. as Master Servicer35.3 Wells Fargo Bank,
N.A.National Association, as Certificate Administrator35.4 Wells Fargo Bank, National Association, as Primary Servicer for the Sullivan Center Mortgage Loan (see Exhibit 35.1)
35.5 CWCapital Asset Management LLC, as Special Servicer for the Sullivan Center Mortgage Loan (see Exhibit 35.2)
35.6 Wells Fargo Bank, National Association, as Certificate Administrator for the Sullivan Center Mortgage Loan (see Exhibit 35.3)
35.7 Wells Fargo Bank, National Association, as Primary Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
35.8 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan
(99.1) This99.1 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between Wells Fargo Bank, National Association and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.1 to theissuing entitysregistrant's Current Report on Form8-K/A8-K filedwith the Commissionon February 14,2014. (99.2) This2014 and incorporated by reference herein)99.2 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between UBS Real Estate Securities Inc. and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.2 to theissuing entitysregistrant's Current Report on Form8-K/A8-K filedwith the Commissionon February 14,2014. (99.3) This2014 and incorporated by reference herein)99.3 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between Rialto Mortgage Finance, LLC and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.3 to theissuing entitysregistrant's Current Report on Form8-K/A8-K filedwith the Commissionon February 14,2014. (99.4) This2014 and incorporated by reference herein)99.4 Mortgage Loan Purchase Agreement, dated as of November 22, 2013, between The Royal Bank of Scotland plc and Wells Fargo Commercial Mortgage Securities, Inc.
of(filed as Exhibit 99.4 to theissuing entitysregistrant's Current Report on Form8-K/A8-K filedwith the Commissionon February 14,2014.2014 and incorporated by reference herein)EX-31
Rule 13a-14(d)/15d-14(d) Certifications.
I, Anthony Sfarra, certify that:
1. I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on
Form 10-K of the WFRBS Commercial Mortgage Trust 2013-UBS1 (the "Exchange Act periodic reports");
2. Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered
by this report is included in the Exchange Act periodic reports;
4. Based on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in all material respects; and
5. All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB
and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material
instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
CWCapitalAsset Management LLC, as Special Servicer, Deutsche Bank Trust Company Americas, as Trustee, Park Bridge Lender Services LLC, as Trust Advisor, CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant, National Tax Search, LLC, as Servicing Function Participant, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for The Outlet Collection | Jersey Gardens Mortgage Loan, Deutsche Bank Trust Company Americas, as Trustee for The Outlet Collection | Jersey Gardens Mortgage Loan, Pentalpha Surveillance LLC, as Trust Advisor for The Outlet Collection | Jersey Gardens Mortgage Loan, CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan, and National Tax Search, LLC, as Servicing Function Participant for The Outlet Collection | Jersey Gardens Mortgage Loan.
Dated: March 30, 2015
/s/ Anthony Sfarra
Anthony Sfarra, President
(senior officer in charge of securitization of the depositor)