**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**    For the fiscal year endedDecember 31, 2017 OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

**Commission file number:333-180779-20**

 

**Central Index Key Number of the issuingentity:0001656047**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2015-C27**

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

 

**Central Index Key Number of the depositor:0001547361**

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**Morgan Stanley Mortgage Capital Holdings LLC**

**(exact names of the sponsors as specified in theircharters)**

 

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

 

**Bank of America, National Association**

**(exact names of the sponsors as specified in theircharters)**

 

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

 

**CIBC Inc.**

**(exact names of the sponsors as specified in theircharters)**

 

**Central Index Key Number of the sponsor:0001682532**

 

**Starwood Mortgage Funding III LLC**

**(exact names of the sponsors as specified in theircharters)**

 

 

|                                                                |
|---------------------------------------------------------------------|
| **New York**                                                   |   |   |   |   |   |   |
|                                                                | **38‐3979833** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐3979834** |
|                                                                | **38‐3979835** |
|                                                                | **38‐7143623** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

**c/o Wells Fargo Bank, N.A.**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

Securitiesregistered pursuant to Section 12(b) of the Act:

 

  NONE.

 

Securitiesregistered pursuant to Section 12(g) of the Act:

 

  NONE.

 

Indicateby check mark if the registrant is a well-known seasoned issuer, as defined inRule 405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant toSection 13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to filereports pursuant to Section 13 or 15(d) of the Exchange Act from theirobligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, a smaller reporting company, oremerging growth company. See the definitions of "large acceleratedfiler", "accelerated filer," "smaller reportingcompany," and “emerging growth company” in Rule 12b-2 of theExchange Act.

 

 Largeaccelerated filer ___ Accelerated filer ___ Non-accelerated filer X (Do not check if a smaller reporting company)Smaller reporting company ___

 

Emerginggrowth company ___

 

Ifan emerging growth company, indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) ofthe Ex­change Act.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common equitywas last sold, or the average bid and asked price of such common equity, as ofthe last business day of the registrant's most recently completed second fiscalquarter.

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed all documents and reportsrequired to be filed by Section 12, 13 or 15(d) of the Securities Exchange Actof 1934 subsequent to the distribution of securities under a plan confirmed bya court.

 

  Notapplicable.

 

Indicatethe number of shares outstanding of each of the registrant's classes of commonstock, as of the latest practicable date.

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheMSBAM 2015-C27 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):• the 535-545 Fifth Avenue mortgage loan, which is serviced pursuant tothe MSBAM 2015-C24 pooling and servicing agreement attached hereto as Exhibit4.2;• the U-Haul Portfolio mortgage loan, which is serviced pursuant to theMSJP 2015-HAUL trust and servicing agreement attached hereto as Exhibit 4.3;and• the Herald Center mortgage loan, which is serviced pursuant to theMSBAM 2015-C25 pooling and servicing agreement attached hereto as Exhibit 4.4.

 

Exceptas set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

•The trustee under a pooling and servicing agreement has a nominal role withrespect to the mortgage pool securitized pursuant to such pooling and servicingagreement. The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties. The trustee under each of the pooling and servicingagreements listed in the Exhibit Index has confirmed to the registrant that ithas not made any such contingent advances during the reporting period, andconsequently, each such trustee does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” underItem 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

•The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction. Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

•The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement. The operating advisor under a pooling and servicing agreement doesnot have any obligations with respect to any other transaction and is solelyobligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB. In addition, while the operatingadvisor under a pooling and servicing agreement has certain reportingobligations in respect of the related mortgage pool, it has no obligation tocollect or disburse funds in respect of the mortgage pool or to administer anyof the underlying mortgage loans.  Consequently, the operating advisorunder a pooling and servicing agreement participates in the servicing functionfor purposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within themeaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer for purposes of Item 1123 of Regulation AB.

 

•Wells Fargo Bank, National Association is the special servicer under the MSJP2015-HAUL trust and servicing agreement, pursuant to which the U-Haul Portfoliomortgage loan is serviced. Because Wells Fargo Bank, National Association isnot the MSBAM 2015-C27 special servicer, is not affiliated with any sponsor andservices only the U-Haul Portfolio mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, Wells Fargo Bank, NationalAssociation, as MSJP 2015-HAUL special servicer constitutes a reporting“servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, but does notconstitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

•In March 2016, LNR Securities Holdings, LLC, the designated representative ofthe 535-545 Fifth Avenue controlling note holder, appointed LNR Partners, LLCto act as special servicer for the 535-545 Fifth Avenue mortgage loan under theMSBAM 2015-C24 pooling and servicing agreement.

 

•Midland Loan Services, a Division of PNC Bank, National Association is thespecial servicer under the MSBAM 2015-C25 pooling and servicing agreement,pursuant to which the Herald Center mortgage loan is serviced.  BecauseMidland Loan Services, a Division of PNC Bank, National Association is not theMSBAM 2015-C27 special servicer, is not affiliated with any sponsor andservices only the Herald Center mortgage loan, which constitutes less than 5%of the mortgage pool, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as MSBAM 2015-C25 special servicer does not constitute a reporting“servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certain servicingfunction participants and sub-servicers for the reporting period, as set forthbelow:

 

•Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Commercial Real Estate Services, Inc. and National TaxSearch, LLC, in each case as a servicing function participant in respect of theentire mortgage pool for the reporting period.

 

•Wells Fargo Bank, National Association, as master servicer under the MSBAM2015-C24 pooling and servicing agreement, pursuant to which the 535-545 FifthAvenue mortgage loan is serviced, engaged the services of CoreLogic CommercialReal Estate Services, Inc. and National Tax Search, LLC, in each case as aservicing function participant in respect of the 535-545 Fifth Avenue mortgageloan for the reporting period.

 

•Wells Fargo Bank, National Association, as master servicer and special servicerunder the MSJP 2015-HAUL trust and servicing agreement, pursuant to which theU-HAUL Portfolio mortgage loan is serviced, engaged the services of CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the U-HAUL Portfoliomortgage loan for the reporting period.

 

•Wells Fargo Bank, National Association, as master servicer under the MSBAM2015-C25 pooling and servicing agreement, pursuant to which the Herald Centermortgage loan is serviced, engaged the services of CoreLogic Commercial RealEstate Services, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the Herald Center mortgage loan for thereporting period.

 

| **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.                        |
|              |                            |   |

 

| **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.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

**Item1112(b) of Regulation AB, Significant Obligor Financial Information.**

 

Themortgaged property securing the 535-545 Fifth Avenue loan constitutes a significantobligor within the meaning of 1101(k)(2) of Regulation AB. The most recent(unaudited) net operating income of the significant obligor for the 2017calendar year is $17,570,016.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a 424(b)(5)filing dated November 24, 2015, and other than as follows:

 

OnJune 18, 2014, a group of institutional investors filed a civil complaint inthe Supreme Court of the State of New York, New York County, against WellsFargo Bank, N.A., (“Wells Fargo Bank”) in its capacity as trusteeunder 276 residential mortgage backed securities (“RMBS”) trusts,which was later amended on July 18, 2014, to increase the number of trusts to284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion tovoluntarily dismiss the state court action without prejudice. That same day, agroup of institutional investors filed a putative class action complaint in theUnited States District Court for the Southern District of New York (the“District Court”) against Wells Fargo Bank, alleging claims againstthe bank in its capacity as trustee for 274 RMBS trusts (the “FederalCourt Complaint”). In December 2014, the plaintiffs’ motion tovoluntarily dismiss their original state court action was granted. As with theprior state court action, the Federal Court Complaint is one of six similarcomplaints filed contemporaneously against RMBS trustees (Deutsche Bank,Citibank, HSBC, Bank of New York Mellon and US Bank) by a group ofinstitutional investor plaintiffs. The Federal Court Complaint against WellsFargo Bank alleges that the trustee caused losses to investors and assertscauses of action based upon, among other things, the trustee's alleged failureto: (i) notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought includes money damages in anunspecified amount, reimbursement of expenses, and equitable relief. Othercases alleging similar causes of action have been filed against Wells FargoBank and other trustees in the District Court by RMBS investors in these andother transactions, and these cases against Wells Fargo Bank are proceedingbefore the same District Court judge. A similar complaint was also filed May27, 2016 in New York state court by a different plaintiff investor. On January19, 2016, an order was entered in connection with the Federal Court Complaintin which the District Court declined to exercise jurisdiction over 261 trustsat issue in the Federal Court Complaint; the District Court also allowedplaintiffs to file amended complaints as to the remaining, non-dismissedtrusts, if they so chose, and three amended complaints have been filed. OnDecember 17, 2016, the investor plaintiffs in the 261 trusts dismissed from theFederal Court Complaint filed a new complaint in New York state court (the“State Court Complaint”). In September 2017, Royal Park InvestmentsSA/NV (“Royal Park”), one of the plaintiffs in the District Courtcases against Wells Fargo Bank, filed a putative class action complaintrelating to two trusts seeking declaratory and injunctive relief and moneydamages based on Wells Fargo Bank’s indemnification from trust funds forlegal fees and expenses Wells Fargo Bank incurs or has incurred in defendingthe District Court case filed by Royal Park. With respect to the foregoinglitigations, Wells Fargo Bank believes plaintiffs' claims are without merit andintends to contest the claims vigorously, but there can be no assurances as tothe outcome of the litigations or the possible impact of the litigations onWells Fargo Bank or the RMBS trusts.

 

Since 2014 various plaintiffsor groups of plaintiffs, primarily investors, have filed claims against U.S.Bank National Association (“U.S. Bank”), in its capacity as trusteeor successor trustee (as the case may be) under certain residential mortgagebacked securities ("RMBS") trusts.  The plaintiffs or plaintiffgroups have filed substantially similar complaints against other RMBS trustees,including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and WellsFargo.  The complaints against U.S. Bank allege the trustee caused lossesto investors as a result of alleged failures by the sponsors, mortgage loansellers and servicers for these RMBS trusts and assert causes of action basedupon the trustee's purported failure to enforce repurchase obligations ofmortgage loan sellers for alleged breaches of representations and warrantiesconcerning loan quality.  The complaints also assert that the trusteefailed to notify securityholders of purported events of default allegedlycaused by breaches of servicing standards by mortgage loan servicers and thatthe trustee purportedly failed to abide by a heightened standard of carefollowing alleged events of default.  

               

Currently U.S. Bank is adefendant in multiple actions alleging individual or class action claimsagainst the trustee with respect to multiple trusts as described above with themost substantial case being:  *BlackRock Balanced Capital Portfolio**etal v. U.S. Bank National Association*, No. 605204/2015 (N.Y. Sup. Ct.)(class action alleging claims with respect to approximately 770 trusts) and itscompanion case *BlackRock Core Bond Portfolio et al v. U.S Bank NationalAssociation*, No. 14-cv-9401 (S.D.N.Y.).  Some of the trusts implicatedin the aforementioned Blackrock cases, as well as other trusts, are involved inactions brought by separate groups of plaintiffs related to no more than 100trusts per case. 

 

 U.S.Bank cannot assure you as to the outcome of any of the litigation, or thepossible impact of these litigations on the trustee or the RMBS trusts.However, U.S. Bank denies liability and believes that it has performed itsobligations under the RMBS trusts in good faith, that its actions were not thecause of losses to investors and that it has meritorious defenses, and itintends to contest the plaintiffs’ claims vigorously.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the"Minnesota Court") for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million("Disputed  Proceeds") received by CWCapital Asset ManagementLLC (“CWCAM”) in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York (the"Stuyvesant Town Property") securing loans held by those trusts.CWCAM was the special servicer of the Stuyvesant Town Property. The petitionrequests the Minnesota Court to instruct the trustee, the trust beneficiaries,and any other interested parties as to the amount of the Disputed Proceeds, ifany, that constitute penalty interest and/or the amount of the DisputedProceeds, if any, that constitute gain-on-sale proceeds, with respect to eachtrust. On February 24, 2016, CWCAM made a limited appearance with the MinnesotaCourt to file a motion to dismiss this proceeding based on lack ofjurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the Minnesota Court denied CWCAM's motion to dismiss. On July 22, 2016, theaction was removed to federal court in Minnesota (the "FederalCourt"). On October 21, 2016, the Federal court held a hearing on themotion to transfer the action to the United States District Court for theSouthern District of New York (the "SDNY Court"), a motion to remandto state court and a motion to hear CWCAM's request for reconsideration of themotion to dismiss. On March 14, 2017, the Federal Court reserved thedetermination on the motion to hear CWCAM's request for reconsideration of themotion to dismiss, denied the motion to remand the matter to state court andgranted the motion to transfer the proceeding to the SDNY Court. There can beno assurances as to the possible impact on CWCAM of these rulings and thetransfer to the SDNY Court. As of December 31, 2017, cross motions for judgmenton the pleadings were pending before the SDNY Court and on March 9, 2018, theSDNY Court denied the cross motions for judgment on the pleadings and thematter is proceeding to discovery. However, CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith, and that the Disputed Proceeds were properly allocated to CWCAM aspenalty interest, and it intends to vigorously contest any claim that suchDisputed Proceeds were improperly allocated as penalty interest.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. ("RAIT PreferredFunding") commenced a complaint ("RAIT Complaint") with theSupreme Court of the State of New York, County of New York (the "RAITCourt"), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street property in Boston, Massachusetts (the"One Congress Street Loan") and seeking (a) a declaratory judgmentstating that RAIT Preferred Funding is the directing lender under a co-lenderagreement dated March 28, 2007 and a pooling and servicing agreement datedMarch 1, 2007 (collectively, the "Operative  Agreements") andwas the directing lender at the time of the improper modification of One CongressStreet Loan, (b) a declaratory judgment stating that RAIT Preferred Funding hasthe right to terminate the special servicer, (c) monetary damages for the valueof the bonds and fees paid to CWCAM as the special servicer of the One CongressStreet Loan and (d) other things. On May 17, 2016, CWCAM filed a motion todismiss the RAIT Complaint (the "Motion to  Dismiss") statingthat the RAIT Complaint did not state a claim and the essential facts of theRAIT Complaint are negated by affidavits and evidentiary materials submittedwith the RAIT Complaint. On June 14, 2016, RAIT Preferred Funding filed amemorandum of law in opposition to the OCS Motion to Dismiss (the"Opposition") stating that the claims in the RAIT Complaint wereproperly stated. On June 30, 2016, CWCAM filed a reply in support of the Motionto Dismiss and in response to the Opposition, stating that each of CWCAM'sarguments is supported by the express language of the agreements between theparties, the documentary evidence and New York case law. On September 30, 2016,RAIT Preferred Funding and CWCAM entered into a confidential settlementagreement (the "2016 Settlement"), which provides for a stay of theRAIT Preferred Funding litigation (the "Litigation Stay") through August25, 2017. Pursuant to the terms of the 2016 Settlement, upon satisfaction of aterm of the 2016 Settlement by August 25, 2017 (or such later date agreed to bythe parties), the RAIT Preferred Funding litigation will be dismissed, withprejudice. On May 19, 2017 the borrower repaid the One Congress Street Loan inaccordance with the terms of the notes and satisfied the condition to dismissalwith prejudice. RAIT refused to dismiss the case and is claiming the B Noteshould be paid in full. CWCAM believes that it has performed its obligationsunder the Operative Agreements in good faith, and that the action should bedismissed with prejudice. On August 29, 2017, the RAIT Court granted leave toRAIT Preferred Funding to amend its complaint. On September 20, 2017, RAITPreferred Funding filed an Amended Complaint (the "RAIT AmendedComplaint"), which omits its original claims, adds Wells Fargo Bank,National Association ("Wells Fargo") as a defendant, and seeks (a)specific performance requiring repayment of the $18,500,000 principal amount ofthe B Note or, in the alternative, monetary damages, including the $18,500,000principal amount of the B Note, in an amount to be determined at trial, (b)monetary damages on any fees paid to CWCAM as special servicer or Wells Fargoas master servicer in connection with the borrower's repayment of the OneCongress Street Loan, (c) a declaratory judgment that RAIT Preferred Funding isentitled to recover the full $18,500,000 principal amount of the B Note, (d)punitive damages against CWCAM, and (e) other things. On October 11, 2017,CWCAM filed a motion to dismiss the RAIT Amended Complaint ("CWCAM Motionto Dismiss Amended Complaint") stating that the RAIT Amended Complaint didnot state a claim and the essential facts of the RAIT Amended Complaint arenegated by the Operative Agreements and other admissible evidentiary materials.On November 13, 2017, Wells Fargo filed a motion to dismiss the RAIT AmendedComplaint (the "Wells Fargo Motion to Dismiss Amended Complaint") andjoined the CWCAM Motion to Dismiss Amended Complaint. A hearing on the motionto dismiss was held on January 22, 2018 and the court took the matter underadvisement.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463. Thegravamen of the complaint alleges breaches of a contract and fiduciary dutiesby CWCAM's affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are fourteen (14) counts pled in the complaint.Of those 14, five (5) claims are asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. CWCAM denies theclaims and intends to vigorously defend itself against these claims.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and RelatedTransactions.**

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(5) filing dated November 24,2015, LNR Partners, LLC, the special servicer of the 535-545 Fifth Avenuemortgage loan under the MSBAM 2015-C24 pooling and servicing agreement, is anaffiliate of Starwood Mortgage Funding III LLC, a sponsor and mortgage loanseller under the MSBAM 2015-C27 securitization transaction, Starwood MortgageCapital LLC, an originator of certain of the mortgage loans included in theMSBAM 2015-C27 securitization transaction, and LNR Securities Holdings, LLC,the controlling class representative and the holder of certificatesrepresenting more than 50% of the aggregate certificate balance of the controllingclass under the MSBAM 2015-C26 transaction, pursuant to which the 535-545 FifthAvenue control note was securitized.

 

**Item1122 of Regulation AB, Compliance with Applicable Servicing Criteria.**

 

Thereports on assessment of compliance with the servicing criteria forasset-backed securities and the related attestation reports on such assessmentsof compliance are attached hereto under Item 15.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1)Poolingand Servicing Agreement, dated as of November 1, 2015, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as masterservicer, CWCapital Asset Management LLC, as special servicer, Situs Holdings,LLC, as trust advisor, Wilmington Trust, National Association, as trustee, andWells Fargo Bank, National Association, as custodian, certificateadministrator, certificate registrar and authenticating agent (filed as Exhibit4.1 to the registrant's Current Report on Form 8-K/A filed on February 24, 2016under SEC File No. 333-180779-20 and incorporated by reference herein).

 

(4.2)Poolingand Servicing Agreement, dated as of August 1, 2015, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as masterservicer, Midland Loan Services, a Division of PNC Bank, National Association,as special servicer, Park Bridge Lender Services LLC, as trust advisor,Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,National Association, as certificate administrator, certificate registrar,authenticating agent and custodian, relating to the MSBAM 2015-C24securitization transaction, pursuant to which the 535-545 Fifth Avenue MortgageLoan is serviced (filed as Exhibit 4.2 to the registrant's Current Report onForm 8-K filed on November 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(4.3)Trustand Servicing Agreement, dated as of October 1, 2015, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, asservicer and special servicer, and U.S. Bank National Association, ascertificate administrator and trustee, relating to the MSJP 2015-HAULsecuritization transaction, pursuant to which the U-Haul Portfolio MortgageLoan is serviced (filed as Exhibit 4.3 to the registrant's Current Report onForm 8-K filed on November 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(4.4)Poolingand Servicing Agreement, dated as of October 1, 2015, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Midland Loan Services, a Division ofPNC Bank, National Association, as special servicer, Park Bridge LenderServices LLC, as trust advisor, Wilmington Trust, National Association, astrustee, and Wells Fargo Bank, National Association, as certificateadministrator, certificate registrar, authenticating agent and custodian,relating to the MSBAM 2015-C25 securitization transaction, pursuant to whichthe Herald Center Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on November 24, 2015 under SEC FileNo. 333-180779-20 and incorporated by reference herein).

 

(31)Rule 13a-14(d)/15d-14(d) Certification.

 

(33)Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1  Wells FargoBank, National Association, as CertificateAdministrator

33.2  Wells FargoBank, National Association, as Custodian

33.3  Wells FargoBank, National Association, as MasterServicer

33.4  CWCapital AssetManagement LLC, as Special Servicer

33.5  Situs Holdings,LLC, as Operating Advisor

33.6  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

33.7  National TaxSearch, LLC, as Servicing FunctionParticipant

33.8  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17) (see Exhibit 33.3) 

33.9  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced: 535-545 FifthAvenue (from 1/1/17 to 12/31/17) (see Exhibit 33.6) 

33.10  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17) (see Exhibit 33.7) 

33.11  Wells FargoBank, National Association, as MasterServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 33.3) 

33.12  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSJP 2015-HAUL securitization,pursuant to which the following mortgage loans were serviced: U-Haul Portfolio(from 1/1/17 to 12/31/17) (see Exhibit 33.6) 

33.13  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 33.7) 

33.14  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)(see Exhibit 33.3) 

33.15  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C25 securitization,pursuant to which the following mortgage loans were serviced: Herald Center(from 1/1/17 to 12/31/17) (see Exhibit 33.6) 

33.16  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)(see Exhibit 33.7) 

33.17  LNR Partners,LLC, as Special Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)

33.18  Wells FargoBank, National Association, as SpecialServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 33.3) 

33.19  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSJP 2015-HAUL securitization,pursuant to which the following mortgage loans were serviced: U-Haul Portfolio(from 1/1/17 to 12/31/17) (see Exhibit 33.6) 

33.20  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 33.7) 

33.21  Wells FargoBank, National Association, as Custodianunder the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)(see Exhibit 33.2) 

33.22  U.S. BankNational Association, as Custodian underthe MSJP 2015-HAUL securitization, pursuant to which the following mortgageloans were serviced: U-Haul Portfolio (from 1/1/17 to 12/31/17)

33.23  U.S. BankNational Association, as Custodian underthe MSBAM 2015-C25 securitization, pursuant to which the following mortgageloans were serviced: Herald Center (from 1/1/17 to 12/31/17) (see Exhibit33.22) 

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1  Wells FargoBank, National Association, as CertificateAdministrator

34.2  Wells FargoBank, National Association, as Custodian

34.3  Wells FargoBank, National Association, as MasterServicer

34.4  CWCapital AssetManagement LLC, as Special Servicer

34.5  Situs Holdings,LLC, as Operating Advisor

34.6  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

34.7  National TaxSearch, LLC, as Servicing FunctionParticipant

34.8  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17) (see Exhibit 34.3) 

34.9  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced: 535-545 FifthAvenue (from 1/1/17 to 12/31/17) (see Exhibit 34.6) 

34.10  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17) (see Exhibit 34.7) 

34.11  Wells FargoBank, National Association, as MasterServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 34.3) 

34.12  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSJP 2015-HAUL securitization,pursuant to which the following mortgage loans were serviced: U-Haul Portfolio(from 1/1/17 to 12/31/17) (see Exhibit 34.6) 

34.13  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 34.7) 

34.14  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)(see Exhibit 34.3) 

34.15  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C25 securitization,pursuant to which the following mortgage loans were serviced: Herald Center(from 1/1/17 to 12/31/17) (see Exhibit 34.6) 

34.16  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)(see Exhibit 34.7) 

34.17  LNR Partners,LLC, as Special Servicer under theMSBAM 2015-C24 securitization, pursuant to which the following mortgage loanswere serviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)

34.18  Wells FargoBank, National Association, as SpecialServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 34.3) 

34.19  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSJP 2015-HAUL securitization,pursuant to which the following mortgage loans were serviced: U-Haul Portfolio(from 1/1/17 to 12/31/17) (see Exhibit 34.6) 

34.20  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 34.7) 

34.21  Wells FargoBank, National Association, as Custodianunder the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)(see Exhibit 34.2) 

34.22  U.S. BankNational Association, as Custodian underthe MSJP 2015-HAUL securitization, pursuant to which the following mortgageloans were serviced: U-Haul Portfolio (from 1/1/17 to 12/31/17)

34.23  U.S. BankNational Association, as Custodian underthe MSBAM 2015-C25 securitization, pursuant to which the following mortgageloans were serviced: Herald Center (from 1/1/17 to 12/31/17) (see Exhibit34.22) 

 

(35)Servicer compliance statement.

35.1  Wells FargoBank, National Association, as CertificateAdministrator

35.2  Wells FargoBank, National Association, as Custodian

35.3  Wells FargoBank, National Association, as MasterServicer

35.4  CWCapital AssetManagement LLC, as Special Servicer

35.5  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17)

35.6  Wells FargoBank, National Association, as MasterServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17)

35.7  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)

35.8  LNR Partners,LLC, as Special Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)

35.9  Wells FargoBank, National Association, as Custodianunder the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)(see Exhibit 35.2) 

35.10  U.S. BankNational Association, as Custodian underthe MSJP 2015-HAUL securitization, pursuant to which the following mortgageloans were serviced: U-Haul Portfolio (from 1/1/17 to 12/31/17)

35.11  U.S. BankNational Association, as Custodian underthe MSBAM 2015-C25 securitization, pursuant to which the following mortgageloans were serviced: Herald Center (from 1/1/17 to 12/31/17)

 

(99.1)MortgageLoan Purchase Agreement, dated November 19, 2015, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.1 to the registrant's Current Report on Form 8-K filed on November24, 2015 under SEC File No. 333-180779-20 and incorporated by reference herein).

 

(99.2)MortgageLoan Purchase Agreement, dated November 19, 2015, between Morgan StanleyCapital I Inc. and Bank of America, National Association (filed as Exhibit 99.2to the registrant's Current Report on Form 8-K filed on November 24, 2015 underSEC File No. 333-180779-20 and incorporated by reference herein).

 

(99.3)MortgageLoan Purchase Agreement, dated November 19, 2015, between Morgan StanleyCapital I Inc. and CIBC Inc. (filed as Exhibit 99.3 to the registrant's CurrentReport on Form 8-K filed on November 24, 2015 under SEC File No. 333-180779-20and incorporated by reference herein).

 

(99.4)MortgageLoan Purchase Agreement, dated November 19, 2015, between Morgan StanleyCapital I Inc., Starwood Mortgage Funding III LLC and Starwood Mortgage CapitalLLC (filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K filedon November 24, 2015 under SEC File No. 333-180779-20 and incorporated byreference herein).

 

(99.5)AgreementBetween Note Holders, dated July 24, 2015, between Morgan Stanley Bank, N.A.,as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., as Initial Note A-2Holder, and Morgan Stanley Bank, N.A., as Initial Note A-3 Holder, relating tothe 535-545 Fifth Avenue loan combination (filed as Exhibit 99.5 to theregistrant's Current Report on Form 8-K filed on November 24, 2015 under SECFile No. 333-180779-20 and incorporated by reference herein).

 

(99.6)AgreementBetween Note Holders, dated September 1, 2015, between Morgan Stanley Bank,N.A., as Initial Note 1 Holder, and JPMorgan Chase Bank, National Association,as Initial Note 2 Holder, relating to the U-Haul Portfolio loan combination(filed as Exhibit 99.6 to the registrant's Current Report on Form 8-K filed onNovember 24, 2015 under SEC File No. 333-180779-20 and incorporated byreference herein).

 

(99.7)AgreementBetween Note Holders, dated October 15, 2015, between Morgan Stanley MortgageCapital Holdings LLC, as Initial Note A-1 Holder, Morgan Stanley MortgageCapital Holdings LLC, as Initial Note A-2 Holder, and Morgan Stanley MortgageCapital Holdings LLC, as Initial Note A-3 Holder, relating to the Herald Centerloan combination (filed as Exhibit 99.7 to the registrant's Current Report onForm 8-K/A filed on March 10, 2016 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(99.8) AgreementBetween Note Holders, dated November 24, 2015, between Morgan Stanley Bank,N.A., as Initial Note A Holder, and Morgan Stanley Bank, N.A., as Initial NoteB Holder, relating to the Hammond Square loan combination (filed as Exhibit99.8 to the registrant's Current Report on Form 8-K/A filed on February 24,2016 under SEC File No. 333-180779-20 and incorporated by reference herein).

 

(99.9)AgreementBetween Note Holders, dated October 28, 2015, between Bank of America, N.A., asInitial Note A-1 Holder, and Bank of America, N.A., as Initial Note A-2 Holder,relating to the University West Apartments loan combination (filed as Exhibit99.9 to the registrant's Current Report on Form 8-K filed on November 24, 2015under SEC File No. 333-180779-20 and incorporated by reference herein).

 

(b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date: April 2, 2018 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of November 1, 2015, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, CWCapital Asset Management LLC, as special servicer, SitusHoldings, LLC, as trust advisor, Wilmington Trust, National Association, astrustee, and Wells Fargo Bank, National Association, as custodian, certificateadministrator, certificate registrar and authenticating agent (filed as Exhibit4.1 to the registrant's Current Report on Form 8-K/A filed on February 24, 2016under SEC File No. 333-180779-20 and incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of August 1, 2015, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as special servicer, Park Bridge Lender Services LLC, as trustadvisor, Wilmington Trust, National Association, as trustee, and Wells FargoBank, National Association, as certificate administrator, certificateregistrar, authenticating agent and custodian, relating to the MSBAM 2015-C24 securitizationtransaction, pursuant to which the 535-545 Fifth Avenue Mortgage Loan isserviced (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-Kfiled on November 24, 2015 under SEC File No. 333-180779-20 and incorporated byreference herein).

 

(4.3)Trust and Servicing Agreement, dated as of October 1, 2015, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as servicer and special servicer, and U.S. Bank National Association, ascertificate administrator and trustee, relating to the MSJP 2015-HAULsecuritization transaction, pursuant to which the U-Haul Portfolio MortgageLoan is serviced (filed as Exhibit 4.3 to the registrant's Current Report onForm 8-K filed on November 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of October 1, 2015, between Banc ofAmerica Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Midland Loan Services, a Division ofPNC Bank, National Association, as special servicer, Park Bridge LenderServices LLC, as trust advisor, Wilmington Trust, National Association, astrustee, and Wells Fargo Bank, National Association, as certificateadministrator, certificate registrar, authenticating agent and custodian,relating to the MSBAM 2015-C25 securitization transaction, pursuant to whichthe Herald Center Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on November 24, 2015 under SECFile No. 333-180779-20 and incorporated by reference herein).

 

(31)Rule 13a-14(d)/15d-14(d) Certification.

 

(33)Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

33.1Wells Fargo Bank, National Association, as Certificate Administrator

33.2Wells Fargo Bank, National Association, as Custodian

33.3Wells Fargo Bank, National Association, as Master Servicer

33.4CWCapital Asset Management LLC, as Special Servicer

33.5Situs Holdings, LLC, as Operating Advisor

33.6CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

33.7National Tax Search, LLC, as Servicing Function Participant

33.8Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 33.3)

33.9CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17) (see Exhibit 33.6)

33.10National Tax Search, LLC, as Servicing Function Participant under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 33.7)

33.11Wells Fargo Bank, National Association, as Master Servicer under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 33.3)

33.12CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 33.6)

33.13National Tax Search, LLC, as Servicing Function Participant under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 33.7)

33.14Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2015-C25 securitization, pursuant to which the following mortgage loans wereserviced: Herald Center (from 1/1/17 to 12/31/17) (see Exhibit 33.3)

33.15CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)(see Exhibit 33.6)

33.16National Tax Search, LLC, as Servicing Function Participant under the MSBAM2015-C25 securitization, pursuant to which the following mortgage loans wereserviced: Herald Center (from 1/1/17 to 12/31/17) (see Exhibit 33.7)

33.17LNR Partners, LLC, as Special Servicer under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced: 535-545 Fifth Avenue(from 1/1/17 to 12/31/17)

33.18Wells Fargo Bank, National Association, as Special Servicer under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 33.3)

33.19CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 33.6)

33.20National Tax Search, LLC, as Servicing Function Participant under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 33.7)

33.21Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced:535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 33.2)

33.22U.S. Bank National Association, as Custodian under the MSJP 2015-HAULsecuritization, pursuant to which the following mortgage loans were serviced:U-Haul Portfolio (from 1/1/17 to 12/31/17)

33.23U.S. Bank National Association, as Custodian under the MSBAM 2015-C25securitization, pursuant to which the following mortgage loans were serviced:Herald Center (from 1/1/17 to 12/31/17) (see Exhibit 33.22) 

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1Wells Fargo Bank, National Association, as Certificate Administrator

34.2Wells Fargo Bank, National Association, as Custodian

34.3Wells Fargo Bank, National Association, as Master Servicer

34.4CWCapital Asset Management LLC, as Special Servicer

34.5Situs Holdings, LLC, as Operating Advisor

34.6CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

34.7National Tax Search, LLC, as Servicing Function Participant

34.8Wells Fargo Bank, National Association, as Master Servicer under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced:535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.9CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced: 535-545 Fifth Avenue (from 1/1/17 to12/31/17) (see Exhibit 34.6)

34.10National Tax Search, LLC, as Servicing Function Participant under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 34.7)

34.11Wells Fargo Bank, National Association, as Master Servicer under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.12CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 34.6)

34.13National Tax Search, LLC, as Servicing Function Participant under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 34.7)

34.14Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2015-C25 securitization, pursuant to which the following mortgage loans wereserviced: Herald Center (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.15CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced: Herald Center (from 1/1/17 to 12/31/17)(see Exhibit 34.6)

34.16National Tax Search, LLC, as Servicing Function Participant under the MSBAM2015-C25 securitization, pursuant to which the following mortgage loans wereserviced: Herald Center (from 1/1/17 to 12/31/17) (see Exhibit 34.7)

34.17LNR Partners, LLC, as Special Servicer under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced: 535-545 FifthAvenue (from 1/1/17 to 12/31/17)

34.18Wells Fargo Bank, National Association, as Special Servicer under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.19CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced: U-Haul Portfolio (from 1/1/17 to12/31/17) (see Exhibit 34.6)

34.20National Tax Search, LLC, as Servicing Function Participant under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17) (see Exhibit 34.7)

34.21Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced:535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 34.2)

34.22U.S. Bank National Association, as Custodian under the MSJP 2015-HAULsecuritization, pursuant to which the following mortgage loans were serviced:U-Haul Portfolio (from 1/1/17 to 12/31/17)

34.23U.S. Bank National Association, as Custodian under the MSBAM 2015-C25securitization, pursuant to which the following mortgage loans were serviced:Herald Center (from 1/1/17 to 12/31/17) (see Exhibit 34.22) 

 

(35)Servicer compliance statement.

35.1Wells Fargo Bank, National Association, as Certificate Administrator

35.2Wells Fargo Bank, National Association, as Custodian

35.3Wells Fargo Bank, National Association, as Master Servicer

35.4CWCapital Asset Management LLC, as Special Servicer

35.5Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced: 535-545 Fifth Avenue (from 1/1/17 to 12/31/17)

35.6Wells Fargo Bank, National Association, as Master Servicer under the MSJP2015-HAUL securitization, pursuant to which the following mortgage loans wereserviced: U-Haul Portfolio (from 1/1/17 to 12/31/17)

35.7Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2015-C25 securitization, pursuant to which the following mortgage loans wereserviced: Herald Center (from 1/1/17 to 12/31/17)

35.8LNR Partners, LLC, as Special Servicer under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced: 535-545 FifthAvenue (from 1/1/17 to 12/31/17)

35.9Wells Fargo Bank, National Association, as Custodian under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced:535-545 Fifth Avenue (from 1/1/17 to 12/31/17) (see Exhibit 35.2)

35.10U.S. Bank National Association, as Custodian under the MSJP 2015-HAULsecuritization, pursuant to which the following mortgage loans were serviced:U-Haul Portfolio (from 1/1/17 to 12/31/17)

35.11U.S. Bank National Association, as Custodian under the MSBAM 2015-C25securitization, pursuant to which the following mortgage loans were serviced:Herald Center (from 1/1/17 to 12/31/17)

 

(99.1)Mortgage Loan Purchase Agreement, dated November 19, 2015, between MorganStanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filedas Exhibit 99.1 to the registrant's Current Report on Form 8-K filed onNovember 24, 2015 under SEC File No. 333-180779-20 and incorporated byreference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated November 19, 2015, between MorganStanley Capital I Inc. and Bank of America, National Association (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K filed on November24, 2015 under SEC File No. 333-180779-20 and incorporated by referenceherein).

 

(99.3)Mortgage Loan Purchase Agreement, dated November 19, 2015, between Morgan StanleyCapital I Inc. and CIBC Inc. (filed as Exhibit 99.3 to the registrant's CurrentReport on Form 8-K filed on November 24, 2015 under SEC File No. 333-180779-20and incorporated by reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated November 19, 2015, between MorganStanley Capital I Inc., Starwood Mortgage Funding III LLC and Starwood MortgageCapital LLC (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K filed on November 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated July 24, 2015, between Morgan StanleyBank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., as InitialNote A-2 Holder, and Morgan Stanley Bank, N.A., as Initial Note A-3 Holder,relating to the 535-545 Fifth Avenue loan combination (filed as Exhibit 99.5 tothe registrant's Current Report on Form 8-K filed on November 24, 2015 underSEC File No. 333-180779-20 and incorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated September 1, 2015, between Morgan StanleyBank, N.A., as Initial Note 1 Holder, and JPMorgan Chase Bank, NationalAssociation, as Initial Note 2 Holder, relating to the U-Haul Portfolio loancombination (filed as Exhibit 99.6 to the registrant's Current Report on Form8-K filed on November 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated October 15, 2015, between Morgan StanleyMortgage Capital Holdings LLC, as Initial Note A-1 Holder, Morgan StanleyMortgage Capital Holdings LLC, as Initial Note A-2 Holder, and Morgan StanleyMortgage Capital Holdings LLC, as Initial Note A-3 Holder, relating to theHerald Center loan combination (filed as Exhibit 99.7 to the registrant'sCurrent Report on Form 8-K/A filed on March 10, 2016 under SEC File No.333-180779-20 and incorporated by reference herein).

 

(99.8) Agreement Between NoteHolders, dated November 24, 2015, between Morgan Stanley Bank, N.A., as InitialNote A Holder, and Morgan Stanley Bank, N.A., as Initial Note B Holder,relating to the Hammond Square loan combination (filed as Exhibit 99.8 to theregistrant's Current Report on Form 8-K/A filed on February 24, 2016 under SECFile No. 333-180779-20 and incorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated October 28, 2015, between Bank ofAmerica, N.A., as Initial Note A-1 Holder, and Bank of America, N.A., asInitial Note A-2 Holder, relating to the University West Apartments loancombination (filed as Exhibit 99.9 to the registrant's Current Report on Form8-K filed on November 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).