UNITED STATES
WASHINGTON, D.C. 20549
FORM 10-K/A
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
For the fiscal year ended December 31, 2013
// TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
For the transition period from ____________ to ____________
Commission file number: number of the issuing entity:333-172366-09
Central Index Key Number of the issuing entity:0001585067
WFRBS Commercial Mortgage Trust 2013-C16
(exact name of the issuing entity as specified in its charter)
Central Index Key Number of the depositor: 333-172366
Wells Fargo Commercial Mortgage Securities, Inc.
(exact name of the depositor as specified in its charter)
Central Index Key Number of the sponsor: 0000740906
Wells Fargo Bank, N.A.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0000729153
The Royal Bank of Scotland plc
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001555501
Liberty Island Group I LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541615
RBS Financial Products Inc.
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001541214
C-III Commercial Mortgage LLC
(exact name of the sponsor as specified in its charter)
Central Index Key Number of the sponsor: 0001542105
Basis Real Estate Capital II, LLC
(exact name of the sponsorssponsor as specified in its charter)
Central Index Key Number of 38-3913771
National Cooperative Bank, N.A.
(exact name of the sponsor as specified in its charter)
(formerly known as NCB, FSB)
New York the issuing entity) | 38-3913770 38-3913771 38-3913772 38-7109044 (I.R.S. Employer Identification Numbers) |
c/o Wells Fargo Bank, N.A.
as Certificate Administrator
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zipoffices of the issuing entity)
21045
(Zip Code)
Registrant’s telephone number, including area code: (410) 884-2000
(704) 374-6161
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 /X/ No
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 /X/ No
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 / / 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'sregistrant’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“large accelerated filer"filer”, "accelerated filer"“accelerated filer” and "smaller“smaller reporting company"company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). / / Yes /X/ No
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'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 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-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 purposeWestfield Mission Valley Mortgage Loan, which constituted approximately 9.6% of this Amendment No. 1the 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 Westfield Mission Valley Mortgage Loan which is an asset of the issuing entity and one other pari passu loan, which is not an asset of the issuing entity. This loan combination, including the Westfield Mission Valley Mortgage Loan, is being serviced and administered pursuant to ourthe Pooling and Servicing Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission on March 31, 2014 (the “Original Form 10-K”) is to file as Exhibit 4.2 the
The Exhibit Index describes exhibits provided by certain parties (in their capacities indicated on the Exhibit Index) with respect to the Augusta Mall Mortgage Loan, which constituted approximately 5.7% of the asset pool of the issuing entity as of its cut-off date. The Augusta Mall Mortgage Loan is an asset of the issuing entity and is part of a respective loan combination that includes the Augusta Mall Mortgage Loan and one other pari passu loan, which is not an asset of the issuing entity. The other pari passu portion of the Augusta Mall loan combination was securitized in the WFRBS Commercial Mortgage Trust 2013-C15 transaction, Commission File Number 333-177891-05 (the "WFRBS“WFRBS 2013-C15 Transaction"Transaction”). The Augusta MallThis loan combination, including the Augusta Mall Mortgage Loan, is being serviced and administered pursuant to the pooling and servicing agreement for the WFRBS Commercial Mortgage Trust 2013-C15 Transaction, which is incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K. Wells Fargo Bank, National Association, as the master servicer under the pooling and servicing agreement for the WFRBS 2013-C15 Transaction, is also the primary servicer of this loan combination. The responsibilities of Wells Fargo Bank, National Association, as primary servicer of this loan combination, are subsumed within its responsibilities as master servicer under the pooling and servicing agreement for the WFRBS 2013-C15 Transaction. Thus, the servicer compliance statement provided by Wells Fargo Bank, National Association, as master servicer under such pooling and servicing agreement, encompasses its roles as both master servicer and primary servicer with respect to this loan combination.
U.S. Bank National Association acts as trustee of the mortgage loans serviced under the Pooling and Servicing Agreement.Agreement and the Augusta Mall Mortgage Loan. Pursuant to the Pooling and Servicing Agreement and the pooling and servicing agreement for the WFRBS 2013-C15 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. One or more other servicers of the mortgage loans serviced under the Pooling and Servicing Agreement and the Augusta Mall Mortgage Loan have delivered one or more assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.
National Cooperative Bank, N.A. (as successor to NCB, FSB), the NCB master servicer and co-op special servicer, is also a sponsor. Therefore, the Depositor included in this Annual Report on Form 10-K servicer compliance statements for National Cooperative Bank, N.A. pursuant to Item 1123. Because National Cooperative Bank, N.A. is servicing less than 5% of the pool assets, assessments of compliance with applicable servicing criteria and accountant’s attestation reports pursuant to Item 1122 of Regulation AB are not required by Regulation AB. As the attestations made in the servicer compliance statements required by Item 1123 relate to a review of the servicing activities of National Cooperative Bank, N.A. under the applicable servicing agreement, and that review was conducted in conjunction with the servicer’s preparation of its assessment of compliance with applicable servicing criteria, that assessment of compliance with applicable servicing criteria and the accompanying accountant’s attestation report are included in this Annual Report on Form 10-K for the sake of completeness.
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 National Cooperative Bank, N.A. is the NCB master servicer) of the Pooling and Servicing Agreement and the primary servicer for eight (8)of the Augusta Mall Mortgage Loans pursuantLoan 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 Primary Servicing Agreement.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)).
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 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)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 proceedingsproceeding involving the Trust and all partiestrust or any party related to such Trust,the trust, other than routine litigation incidental to the duties of those respective parties.parties, and the following, with respect to U.S. Bank National Association, as trustee, Wells Fargo Bank, National Association, as certificate administrator and custodian, and CWCapital Asset Management LLC, as special servicer:
Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustee's purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly failed to abide by a heightened standard of care following alleged events of default.
Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against the trustee with respect to multiple trusts as described above with the most substantial case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect to approximately 794 trusts) and its companion case BlackRock Core Bond Portfolio et al v. U.S Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per case.
There can be no assurance as to the outcome of any of the litigation, or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.
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, N.A., 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 (the “District Court”) 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 trustee caused losses to investors and asserts causes of action 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 in an unspecified amount, reimbursement of expenses, and equitable relief. Other cases (collectively, the “Additional Complaints”) alleging similar causes of action have been filed against Wells Fargo Bank and other trustees in the same court by RMBS investors in these and other transactions, and these cases have been consolidated before the same judge. On January 19, 2016, an order was entered in connection with the Complaint in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Complaint; the District Court also allowed Plaintiffs to file amended complaints if they so chose, and three amended complaints have been filed. There can be no assurances as to the outcome of the litigation, 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 actions were not the cause of any losses to investors, and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.
On December 17, 2015, U.S. Bank National Association, the trustee under five (5) pooling and servicing agreements for (i) Wachovia Bank Commercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia Bank Commercial Mortgage 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 Second Judicial District Court of Ramsey County, Minnesota (“Court”) for a declaratory judgment as to the proper allocation of certain proceeds in the alleged amount of $560 million (“Disputed Proceeds”) received by CWCapital Asset Management LLC (“CWCAM”) in connection with the sale of the Peter Cooper Village and Stuyvesant Town property in New York, New York (the “Property”) securing loans held by those trusts. CWCAM was the special servicer of the Property. The petition requests the court to instruct the trustee, the trust beneficiaries, and any other interested parties as to the amount of the Disputed Proceeds, if any, that constitute penalty interest and/or the amount of the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, with respect to each trust. On February 24, 2016, CWCAM made a limited appearance with the Court to file a motion to dismiss this proceeding based on lack of jurisdiction, mootness, standing, and forum non conveniens. There can be no assurances as to the outcome of this motion or the proceeding or the possible impact on CWCAM. However, CWCAM believes that it has performed its obligations under the related pooling and servicing agreements in good faith, and that the Disputed Proceeds were properly allocated to CWCAM as penalty interest, and it intends to vigorously contest any claim that such Disputed Proceeds were improperly allocated as penalty interest.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously filedprovided in a 424(b)(5) filing datedprospectus supplement of the Registrant relating to the issuing entity filed on September 27, 2013.2013 pursuant to Rule 424(b)(5).
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessmentassessments of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance with respect to the mortgage loans are attached hereto under Item 15.
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, Financial Statement Schedules.Schedules
(a) Exhibits.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 September 1, 2013, incorporated by reference fromand among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, NCB, FSB as NCB Master Servicer, NCB, FSB as Co-op Special Servicer, Pentalpha Surveillance 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 ofto the issuing entity'sregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.2013 under Commission File No. 333-172366-09 and incorporated by reference herein).
4.2 Pooling and Servicing Agreement, dated as of August 1, 2013, by and among RBS Commercial Funding Inc., as depositor,Depositor, Wells Fargo Bank, National Association, as general master servicer,General Master Servicer, CWCapital Asset Management LLC, as general special servicer,General Special Servicer, NCB, FSB, as NCB master servicer,Master Servicer, NCB, FSB, as co-op special servicer, U.S. Bank National Association,Co-op Special Servicer, TriMont Real Estate Advisors, Inc., as trustee,Trust Advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administratorCertificate Administrator, as Tax Administrator and custodian,as Custodian, and Trimont Real Estate Advisors, Inc.,U.S. Bank National Association, as trust advisorTrustee (filed as Exhibit 1.1 ofto the registrant’s Current Report on Form 8-K filed on February 18, 2014 under Commission File No. 333-172366-09 and incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1 Wells Fargo Bank, National Association, as Master Servicer |
33.2 National Cooperative Bank, N.A. (as successor to NCB, FSB), as NCB Master Servicer |
33.3 Rialto Capital Advisors, LLC, as Special Servicer |
33.4 National Cooperative Bank, N.A. (as successor to NCB, FSB), as Co-op Special Servicer (see Exhibit 33.2) |
33.5 Wells Fargo Bank, National Association, as Certificate Administrator |
33.6 Wells Fargo Bank, National Association, as Custodian |
33.7 Pentalpha Surveillance LLC, as Trust Advisor |
33.8 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant |
33.9 National Tax Search, LLC, as Servicing Function Participant |
33.10 Prudential Asset Resources, Inc., as Primary Servicer |
33.11 Wells Fargo Bank, National Association, as Primary Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.1) |
33.12 Rialto Capital Advisors, LLC, as Special Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.3) |
33.13 Wells Fargo Bank, National Association, as Certificate Administrator of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.5) |
33.14 Wells Fargo Bank, National Association, as Custodian of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.6) |
33.15 Pentalpha Surveillance LLC, as Trust Advisor of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.7) |
33.16 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.8) |
33.17 National Tax Search, LLC, as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.9) |
33.18 Wells Fargo Bank, National Association, as Primary Servicer of the Augusta Mall Mortgage Loan (see Exhibit 33.1) |
33.19 CWCapital Asset Management LLC, as Special Servicer of the Augusta Mall Mortgage Loan |
33.20 Wells Fargo Bank, National Association, as Certificate Administrator of the Augusta Mall Mortgage Loan (see Exhibit 33.5) |
33.21 Wells Fargo Bank, National Association, as Custodian of the Augusta Mall Mortgage Loan (see Exhibit 33.6) |
33.22 TriMont Real Estate Advisors, Inc., as Trust Advisor of the Augusta Mall Mortgage Loan |
33.23 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 33.8) |
33.24 National Tax Search, LLC, as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 33.9) |
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer | |
34.2 National Cooperative Bank, N.A. (as successor to NCB, FSB), as NCB Master Servicer | |
34.3 Rialto Capital Advisors, LLC, as Special Servicer | |
34.4 National Cooperative Bank, N.A. (as successor to NCB, FSB), as Co-op Special Servicer (see Exhibit 34.2) | |
34.5 Wells Fargo Bank, National Association, as Certificate Administrator | |
34.6 Wells Fargo Bank, National Association, as Custodian | |
34.7 Pentalpha Surveillance LLC, as Trust Advisor | |
34.8 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant | |
34.9 National Tax Search, LLC, as Servicing Function Participant | |
34.10 Prudential Asset Resources, Inc., as Primary Servicer | |
34.11 Wells Fargo Bank, National Association, as Primary Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.1) | |
34.12 Rialto Capital Advisors, LLC, as Special Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.3) | |
34.13 Wells Fargo Bank, National Association, as Certificate Administrator of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.5) | |
34.14 Wells Fargo Bank, National Association, as Custodian of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.6) | |
34.15 Pentalpha Surveillance LLC, as Trust Advisor of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.7) | |
34.16 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.8) | |
34.17 National Tax Search, LLC, as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.9) | |
34.18 Wells Fargo Bank, National Association, as Primary Servicer of the Augusta Mall Mortgage Loan (see Exhibit 34.1) | |
34.19 CWCapital Asset Management LLC, as Special Servicer of the Augusta Mall Mortgage Loan | |
34.20 Wells Fargo Bank, National Association, as Certificate Administrator of the Augusta Mall Mortgage Loan (see Exhibit 34.5) | |
34.21 Wells Fargo Bank, National Association, as Custodian of the Augusta Mall Mortgage Loan (see Exhibit 34.6) | |
34.22 TriMont Real Estate Advisors, Inc., as Trust Advisor of the Augusta Mall Mortgage Loan | |
34.23 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 34.8) | |
34.24 National Tax Search, LLC, as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 34.9) | |
35 Servicer compliance statement.statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer | |
35.2 National Cooperative Bank, N.A. (as successor to NCB, FSB), as NCB Master Servicer | |
35.3 Rialto Capital Advisors, LLC, as Special Servicer | |
35.4 National Cooperative Bank, N.A. (as successor to NCB, FSB), as Co-op Special Servicer | |
35.5 Wells Fargo Bank, National Association, as Certificate Administrator | |
35.6 Prudential Asset Resources, Inc., as Primary Servicer | |
35.7 Wells Fargo Bank, National Association, as Primary Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 35.1) | |
35.8 Rialto Capital Advisors, LLC, as Special Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 35.3) | |
35.9 Wells Fargo Bank, National Association, as Certificate Administrator of the Westfield Mission Valley Mortgage Loan (see Exhibit 35.5) | |
35.10 Wells Fargo Bank, National Association, as Primary Servicer of the Augusta Mall Mortgage Loan | |
35.11 Wells Fargo Bank, National Association, as Certificate Administrator of the Augusta Mall Mortgage Loan | |
99.1 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on September 30, 2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference fromand The Royal Bank of Scotland plc (filed as Exhibit 99.1 of99.2 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.3 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between The Royal Bank of Scotland plc andamong Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference fromLiberty Island Group I LLC and Liberty Island Group LLC (filed as Exhibit 99.2 of99.3 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.4 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between Liberty Island Group I LLC and Wells Fargo Commercial Mortgage Securities, Inc,Inc. and Liberty Island Group LLC incorporated by reference fromRBS Financial Products Inc. (filed as Exhibit 99.3 of99.4 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.5 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between RBS Financial ProductsWells Fargo Commercial Mortgage Securities, Inc. and C-III Commercial Mortgage, LLC (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K filed on September 30, 2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.6 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, among Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference fromBasis Real Estate Capital II, LLC and Basis Investment Group LLC (filed as Exhibit 99.4 of99.6 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.7 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between C-III Commercial Mortgage LLC and Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference from and NCB, FSB (filed as Exhibit 99.5 of99.7 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
99.8 Primary Servicing Agreement, dated as of September 1, 2013, between Wells Fargo Bank, National Association as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer, (filed as Exhibit 99.8 to the registrant’s Current Report on Form 8-K filed on September 30, 2013 under Commission File No. 333-172366-09 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.Applicable.
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/ Anthony Sfarra
Anthony Sfarra, President
(senior officer in charge of securitization of the depositor)
Date: March 24, 2016
Exhibit Index
Exhibit No.
4.1 Pooling and Servicing Agreement, dated as of September 1, 2013, incorporated by reference fromand among Wells Fargo Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National Association, as General Master Servicer, Rialto Capital Advisors, LLC, as General Special Servicer, NCB, FSB as NCB Master Servicer, NCB, FSB as Co-op Special Servicer, Pentalpha Surveillance 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 ofto the issuing entity'sregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
4.2 Pooling and Servicing Agreement, dated as of August 1, 2013, by and among RBS Commercial Funding Inc., as depositor,Depositor, Wells Fargo Bank, National Association, as general master servicer,General Master Servicer, CWCapital Asset Management LLC, as general special servicer,General Special Servicer, NCB, FSB, as NCB master servicer,Master Servicer, NCB, FSB, as co-op special servicer, U.S. Bank National Association,Co-op Special Servicer, TriMont Real Estate Advisors, Inc., as trustee,Trust Advisor, Wells Fargo Bank, National Association, as certificate administrator, tax administratorCertificate Administrator, as Tax Administrator and custodian,as Custodian, and Trimont Real Estate Advisors, Inc.,U.S. Bank National Association, as trust advisorTrustee (filed as Exhibit 1.1 ofto the registrant’s Current Report on Form 8-K filed on February 18, 2014 under Commission File No. 333-172366-09 and incorporated by reference herein).
31 Rule 13a-14(d)/15d-14(d) Certification.Certifications.
33 Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1 Wells Fargo Bank, National Association, as Master Servicer |
33.2 National Cooperative Bank, N.A. (as successor to NCB, FSB), as NCB Master Servicer |
33.3 Rialto Capital Advisors, LLC, as Special Servicer |
33.4 National Cooperative Bank, N.A. (as successor to NCB, FSB), as Co-op Special Servicer (see Exhibit 33.2) |
33.5 Wells Fargo Bank, National Association, as Certificate Administrator |
33.6 Wells Fargo Bank, National Association, as Custodian |
33.7 Pentalpha Surveillance LLC, as Trust Advisor |
33.8 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant |
33.9 National Tax Search, LLC, as Servicing Function Participant |
33.10 Prudential Asset Resources, Inc., as Primary Servicer |
33.11 Wells Fargo Bank, National Association, as Primary Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.1) |
33.12 Rialto Capital Advisors, LLC, as Special Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.3) |
33.13 Wells Fargo Bank, National Association, as Certificate Administrator of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.5) |
33.14 Wells Fargo Bank, National Association, as Custodian of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.6) |
33.15 Pentalpha Surveillance LLC, as Trust Advisor of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.7) |
33.16 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.8) |
33.17 National Tax Search, LLC, as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 33.9) |
33.18 Wells Fargo Bank, National Association, as Primary Servicer of the Augusta Mall Mortgage Loan (see Exhibit 33.1) |
33.19 CWCapital Asset Management LLC, as Special Servicer of the Augusta Mall Mortgage Loan |
33.20 Wells Fargo Bank, National Association, as Certificate Administrator of the Augusta Mall Mortgage Loan (see Exhibit 33.5) |
33.21 Wells Fargo Bank, National Association, as Custodian of the Augusta Mall Mortgage Loan (see Exhibit 33.6) |
33.22 TriMont Real Estate Advisors, Inc., as Trust Advisor of the Augusta Mall Mortgage Loan |
33.23 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 33.8) |
33.24 National Tax Search, LLC, as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 33.9) |
34 Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 Wells Fargo Bank, National Association, as Master Servicer | |
34.2 National Cooperative Bank, N.A. (as successor to NCB, FSB), as NCB Master Servicer | |
34.3 Rialto Capital Advisors, LLC, as Special Servicer | |
34.4 National Cooperative Bank, N.A. (as successor to NCB, FSB), as Co-op Special Servicer (see Exhibit 34.2) | |
34.5 Wells Fargo Bank, National Association, as Certificate Administrator | |
34.6 Wells Fargo Bank, National Association, as Custodian | |
34.7 Pentalpha Surveillance LLC, as Trust Advisor | |
34.8 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant | |
34.9 National Tax Search, LLC, as Servicing Function Participant | |
34.10 Prudential Asset Resources, Inc., as Primary Servicer | |
34.11 Wells Fargo Bank, National Association, as Primary Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.1) | |
34.12 Rialto Capital Advisors, LLC, as Special Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.3) | |
34.13 Wells Fargo Bank, National Association, as Certificate Administrator of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.5) | |
34.14 Wells Fargo Bank, National Association, as Custodian of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.6) | |
34.15 Pentalpha Surveillance LLC, as Trust Advisor of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.7) | |
34.16 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.8) | |
34.17 National Tax Search, LLC, as Servicing Function Participant of the Westfield Mission Valley Mortgage Loan (see Exhibit 34.9) | |
34.18 Wells Fargo Bank, National Association, as Primary Servicer of the Augusta Mall Mortgage Loan (see Exhibit 34.1) | |
34.19 CWCapital Asset Management LLC, as Special Servicer of the Augusta Mall Mortgage Loan | |
34.20 Wells Fargo Bank, National Association, as Certificate Administrator of the Augusta Mall Mortgage Loan (see Exhibit 34.5) | |
34.21 Wells Fargo Bank, National Association, as Custodian of the Augusta Mall Mortgage Loan (see Exhibit 34.6) | |
34.22 TriMont Real Estate Advisors, Inc., as Trust Advisor of the Augusta Mall Mortgage Loan | |
34.23 CoreLogic Commercial Real Estate Services, Inc., as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 34.8) | |
34.24 National Tax Search, LLC, as Servicing Function Participant of the Augusta Mall Mortgage Loan (see Exhibit 34.9) | |
35 Servicer compliance statement.statements.
35.1 Wells Fargo Bank, National Association, as Master Servicer | |
35.2 National Cooperative Bank, N.A. (as successor to NCB, FSB), as NCB Master Servicer | |
35.3 Rialto Capital Advisors, LLC, as Special Servicer | |
35.4 National Cooperative Bank, N.A. (as successor to NCB, FSB), as Co-op Special Servicer | |
35.5 Wells Fargo Bank, National Association, as Certificate Administrator | |
35.6 Prudential Asset Resources, Inc., as Primary Servicer | |
35.7 Wells Fargo Bank, National Association, as Primary Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 35.1) | |
35.8 Rialto Capital Advisors, LLC, as Special Servicer of the Westfield Mission Valley Mortgage Loan (see Exhibit 35.3) | |
35.9 Wells Fargo Bank, National Association, as Certificate Administrator of the Westfield Mission Valley Mortgage Loan (see Exhibit 35.5) | |
35.10 Wells Fargo Bank, National Association, as Primary Servicer of the Augusta Mall Mortgage Loan | |
35.11 Wells Fargo Bank, National Association, as Certificate Administrator of the Augusta Mall Mortgage Loan | |
99.1 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between Wells Fargo Commercial Mortgage Securities, Inc. and Wells Fargo Bank, National Association (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on September 30, 2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.2 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between Wells Fargo Commercial Mortgage Securities, Inc. incorporated by reference fromand The Royal Bank of Scotland plc (filed as Exhibit 99.1 of99.2 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
99.3 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between The Royal Bank of Scotland plc andamong Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference fromLiberty Island Group I LLC and Liberty Island Group LLC (filed as Exhibit 99.2 of99.3 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
99.4 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between Liberty Island Group I LLC and Wells Fargo Commercial Mortgage Securities, Inc,Inc. and Liberty Island Group LLC incorporated by reference fromRBS Financial Products Inc. (filed as Exhibit 99.3 of99.4 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
99.5 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between RBS Financial ProductsWells Fargo Commercial Mortgage Securities, Inc. and C-III Commercial Mortgage, LLC (filed as Exhibit 99.5 to the registrant’s Current Report on Form 8-K filed on September 30, 2013 under Commission File No. 333-172366-09 and incorporated by reference herein)
99.6 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, among Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference fromBasis Real Estate Capital II, LLC and Basis Investment Group LLC (filed as Exhibit 99.4 of99.6 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
99.7 Mortgage Loan Purchase Agreement, dated as of September 11, 2013, between C-III Commercial Mortgage LLC and Wells Fargo Commercial Mortgage Securities, Inc., incorporated by reference from and NCB, FSB (filed as Exhibit 99.5 of99.7 to the issuing entitysregistrant’s Current Report on Form 8-K filed with the Commission on September 30, 2013.
99.8 Primary Servicing Agreement, dated as of September 1, 2013, between Wells Fargo Bank, National Association as Master Servicer, and Prudential Asset Resources, Inc., as Primary Servicer, (filed as Exhibit 99.8 to the registrant’s Current Report on Form 8-K filed on September 30, 2013 under Commission File No. 333-172366-09 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.