CMBS Trust Navigates Legal Waters, Shifts Servicing Roles

TL;DR

**This CMBS trust is a legal battleground, but recent wins for Wells Fargo suggest some stability amidst ongoing trustee litigation.**

AI Summary

The Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7 10-K filing for the fiscal year ended December 31, 2025, primarily details compliance with Regulation AB and legal proceedings affecting its servicers and trustees, rather than providing traditional financial metrics like revenue or net income. A significant business change occurred on November 1, 2021, when Computershare Trust Company, National Association, assumed the roles of certificate administrator, custodian, and trustee from Wells Fargo Bank, National Association, under a second amended and restated servicing agreement. Key risks include ongoing litigation against U.S. Bank National Association and Wells Fargo Bank, N.A., in their capacities as RMBS trustees, alleging failures to enforce repurchase obligations and notify investors of defaults. For instance, Wells Fargo Bank, N.A. successfully defended against Phoenix Light SF Limited's appeal in May 2023 and Commerzbank AG's appeal in October 2024, and settled with IKB in November 2023. The strategic outlook emphasizes continued adherence to servicing criteria, with various parties like Midland Loan Services and Situs Holdings, LLC, submitting compliance and attestation reports.

Why It Matters

This filing is crucial for investors in the Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7 as it details the ongoing legal landscape and operational changes impacting the trust's administration. The successful defense by Wells Fargo Bank, N.A. against significant RMBS litigation, including the dismissal of Phoenix Light's appeal in May 2023 and the denial of Commerzbank AG's appeal in October 2024, provides some stability and reduces potential liabilities for the trust's underlying assets. However, the continued litigation against U.S. Bank National Association, particularly the NCMSLT Action concerning student loans, highlights persistent risks within the broader securitization market. This competitive context underscores the importance of robust servicing and trustee oversight in mitigating investor exposure to legal challenges and operational disruptions.

Risk Assessment

Risk Level: medium — The risk level is medium due to ongoing significant legal proceedings against key servicers and trustees, specifically U.S. Bank National Association, as detailed in Item 1117 of Regulation AB. While Wells Fargo Bank, N.A. has seen favorable outcomes, including the dismissal of Phoenix Light's appeal in May 2023 and the denial of Commerzbank AG's appeal in October 2024, the unresolved NCMSLT Action against U.S. Bank National Association concerning student loans introduces uncertainty and potential future liabilities for the trust's related entities.

Analyst Insight

Investors should closely monitor the ongoing legal proceedings against U.S. Bank National Association, particularly the NCMSLT Action, as adverse outcomes could impact the trust's underlying assets or the broader securitization market. Review the compliance and attestation reports from all servicers, including Computershare Trust Company, National Association, to ensure continued adherence to servicing criteria and operational stability.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$0

total Debt

$0

net Income

$0

eps

N/A

gross Margin

N/A

cash Position

$0

revenue Growth

N/A

Key Numbers

• 2013 — Trust Inception Year (The trust, Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7, was established in 2013.)
• 2025 — Fiscal Year End (The annual report covers the fiscal year ended December 31, 2025.)
• 2021-11-01 — Servicing Agreement Effective Date (Computershare Trust Company, National Association, assumed key roles from Wells Fargo Bank, N.A. on this date.)
• 2014-12 — Phoenix Light Lawsuit Filing (Phoenix Light SF Limited filed its complaint against Wells Fargo Bank, N.A. in December 2014.)
• 2022-07 — Phoenix Light Dismissal (The district court dismissed Phoenix Light's claims against Wells Fargo Bank, N.A. in July 2022.)
• 2023-05 — Phoenix Light Appeal Dismissal (Phoenix Light dismissed its appeal against Wells Fargo Bank, N.A. in May 2023.)
• 2024-10 — Commerzbank AG Appeal Denial (The Second Circuit denied Commerzbank AG's appeal against Wells Fargo Bank, N.A. in October 2024.)
• 2023-11 — IKB Settlement (Wells Fargo Bank, N.A. settled with IKB in November 2023.)
• 2018-03-09 — NCMSLT Action Filing (The National Collegiate Student Loan Master Trust I lawsuit against U.S. Bank National Association was filed on March 9, 2018.)

Key Players & Entities

• Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7 (company) — issuing entity
• Morgan Stanley Capital I Inc. (company) — depositor and sponsor
• U.S. Bank National Association (company) — trustee, certificate administrator, certificate registrar, authenticating agent, and defendant in legal proceedings
• Wells Fargo Bank, National Association (company) — former custodian and trustee, defendant in legal proceedings
• Computershare Trust Company, National Association (company) — current certificate administrator, custodian, and trustee
• Midland Loan Services, a Division of PNC Bank, National Association (company) — master servicer and special servicer
• Situs Holdings, LLC (company) — operating advisor
• Phoenix Light SF Limited (company) — plaintiff in RMBS litigation against Wells Fargo Bank, N.A.
• Commerzbank AG (company) — plaintiff in RMBS litigation against Wells Fargo Bank, N.A.
• IKB International and IKB Deutsche Industriebank (company) — plaintiffs in RMBS litigation settled with Wells Fargo Bank, N.A.

FAQ

Risk Factors

• Litigation Against Trustees [medium — legal]: The trust is indirectly affected by ongoing litigation against RMBS trustees, including U.S. Bank National Association and Wells Fargo Bank, N.A. These lawsuits, such as the one filed by National Collegiate Student Loan Master Trust I against U.S. Bank on March 9, 2018, allege failures to enforce repurchase obligations and notify investors of defaults. While Wells Fargo has seen some legal victories, such as the dismissal of Phoenix Light SF Limited's appeal in May 2023 and Commerzbank AG's appeal denial in October 2024, these proceedings highlight potential risks associated with trustee performance.
• Servicer Transition Risk [medium — operational]: A significant operational change occurred on November 1, 2021, when Computershare Trust Company, National Association, assumed the roles of certificate administrator, custodian, and trustee from Wells Fargo Bank, National Association. While this transition is governed by a second amended and restated servicing agreement, any disruption or inefficiency in the new servicer's operations could impact the trust's performance and investor confidence.
• Regulation AB Compliance [medium — regulatory]: The filing emphasizes compliance with Regulation AB, particularly concerning servicing criteria. Various parties, including Midland Loan Services and Situs Holdings, LLC, are required to submit compliance and attestation reports. Failure to meet these stringent regulatory requirements could lead to penalties or reputational damage.

Industry Context

The asset-backed securities market, particularly for RMBS, is heavily influenced by regulatory compliance and the performance of servicers and trustees. Litigation against these parties regarding their obligations is a recurring theme, impacting investor confidence and the overall stability of securitized products. The industry requires robust operational frameworks and transparent reporting to maintain market integrity.

Regulatory Implications

The trust's operations are governed by Regulation AB, necessitating strict adherence to servicing criteria and disclosure requirements. Ongoing litigation against key fiduciaries like trustees highlights potential regulatory and legal risks that could affect the trust's beneficiaries.

What Investors Should Do

1. Monitor ongoing litigation involving RMBS trustees (U.S. Bank, Wells Fargo) for potential impacts on trust administration and asset recovery.
2. Review compliance and attestation reports submitted by Midland Loan Services and Situs Holdings, LLC, to ensure adherence to servicing criteria.
3. Assess the operational stability and performance of Computershare Trust Company, National Association, in its new role as certificate administrator, custodian, and trustee since November 1, 2021.

Key Dates

• 2013-01-01: Trust Inception — Marks the establishment of the Morgan Stanley Bank of America Merrill Lynch Trust 2013-C7.
• 2021-11-01: Servicing Agreement Amendment — Computershare Trust Company, National Association, became the certificate administrator, custodian, and trustee, replacing Wells Fargo Bank, National Association, a significant operational change.
• 2023-05-01: Phoenix Light Appeal Dismissal — Wells Fargo Bank, N.A. successfully defended against an appeal related to RMBS trustee obligations, indicating a favorable outcome in a key legal dispute.
• 2024-10-01: Commerzbank AG Appeal Denial — The Second Circuit denied Commerzbank AG's appeal against Wells Fargo Bank, N.A., further reinforcing the trustee's position in related litigation.
• 2023-11-01: IKB Settlement — Wells Fargo Bank, N.A. settled with IKB, resolving another legal matter concerning RMBS trustee responsibilities.
• 2018-03-09: NCMSLT Action Filing — The National Collegiate Student Loan Master Trust I filed a lawsuit against U.S. Bank National Association, highlighting broader litigation risks affecting RMBS trustees.

Glossary

Regulation AB

A U.S. Securities and Exchange Commission (SEC) regulation that governs the disclosure and reporting requirements for asset-backed securities offerings. (The trust's filing is primarily focused on demonstrating compliance with Regulation AB, particularly regarding servicing criteria and legal proceedings affecting parties involved in the securitization.)

Certificate Administrator

The entity responsible for administering the trust, including managing distributions to certificate holders, maintaining records, and ensuring compliance with the trust's governing documents. (Computershare Trust Company, National Association, assumed this role from Wells Fargo Bank, N.A. on November 1, 2021, representing a key operational change.)

Custodian

An entity that holds and safeguards the underlying assets or documents related to the securitized pool of assets. (Computershare Trust Company, National Association, also serves as the custodian for this trust.)

Trustee

A fiduciary appointed to hold legal title to the assets of a trust for the benefit of the certificate holders, often responsible for enforcing the terms of the pooling and servicing agreement. (This role is critical, and litigation against trustees for alleged failures is a significant risk factor for the trust.)

RMBS

Residential Mortgage-Backed Securities, which are mortgage loans bundled together and sold to investors as securities. (The litigation discussed in the filing often pertains to the performance and servicing of RMBS.)

Servicing Criteria

A set of standards and requirements that servicers must adhere to when managing the underlying assets of a securitization, as outlined by regulations like Regulation AB. (Compliance with these criteria is a key focus of the trust's reporting and attestation requirements.)

Year-Over-Year Comparison

This filing, covering the fiscal year ended December 31, 2025, does not provide traditional financial metrics like revenue or net income, making a direct comparison of financial performance to a previous year impossible. The focus remains on regulatory compliance (Regulation AB) and legal proceedings. A significant change from prior periods is the transition of key servicing roles to Computershare Trust Company, National Association, effective November 1, 2021, and the continued legal resolutions involving Wells Fargo Bank, N.A. as a trustee.

Filing Documents

• msc2013c7_10k_32026.htm (10-K) — 92KB
• e311_msc2013c7.htm (EX-31) — 10KB
• e331_usbaca.htm (EX-33) — 97KB
• e332_welfcus.htm (EX-33) — 590KB
• e333_compsfp.htm (EX-33) — 910KB
• e334_midlms.htm (EX-33) — 109KB
• e336_situoa.htm (EX-33) — 37KB
• e341_usbaca.htm (EX-34) — 9KB
• e342_welfcus.htm (EX-34) — 12KB
• e343_compsfp.htm (EX-34) — 13KB
• e344_midlms.htm (EX-34) — 12KB
• e346_situoa.htm (EX-34) — 8KB
• e351_usbacamsc2013c7.htm (EX-35) — 12KB
• e352_welfcusmsc2013c7.htm (EX-35) — 654KB
• e353_compsfpmsc2013c7.htm (EX-35) — 693KB
• e354_midlmsmsc2013c7.htm (EX-35) — 99KB
• 0001853620-26-000079.txt ( ) — 3358KB

(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of Regulation AB

Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 of Regulation AB: The trustee under a pooling and servicing agreement has a nominal role with respect to the mortgage pool securitized pursuant to such pooling and servicing agreement. The trustee’s only servicing function is the contingent obligation to make certain advances if the master servicer under such pooling and servicing agreement fails to do so, while all other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant that it has not made any such contingent advances during the reporting period, and consequently, each such trustee does not participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. The operating advisor under a pooling and servicing agreement represents the interests of senior certificateholders in the transaction governed by such pooling and servicing agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement and producing certain reports to certificateholders relating to the resolution of the mortgage pool securitized pursuant to such pooling and servicing agreement. While the operating advisor under a pooling and servicing agreement has certain reporting obligations in respect of the related mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing agreement participates in the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the “management or collection of the p

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 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 Accountant Fees and Services. Omitted. PURSUANT TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K Item 1112(b) of Regulation AB, Significant Obligors Financial Information. Not applicable. Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information. No entity or group of affiliated entities provides any enhancement or other support for the certificates 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 for the certificates as described under Item 1115 of Regulation AB.

of Regulation AB, Legal Proceedings

Item 1117 of Regulation AB, Legal Proceedings. The registrant knows of no legal proceeding pending against the sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of the foregoing is the subject, that is material to security holders, other than as follows: In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts. Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York state court, and Park Royal I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors of alleged events of default, and abide by appropriate standards of care following alleged events of default. In July 2022, the district court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank AG each appealed the district court’s decision to the United States Court of Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023, terminating its case. In October 2024, the Second Circuit de

SIGNATURES

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. Morgan Stanley Capital I Inc. (Depositor) By: /s/ Jane Lam Jane Lam, President (senior officer in charge of securitization of the depositor) Date: March 25, 2026

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