**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, 2018 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:333-180779-19**

 

**Central Index Key Number of the issuingentity:0001655591**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2015-C26**

**(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**                                                        | **38‐3979808  38‐3979809  38‐3979810  38‐7143638** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**                               |

 

**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 file reportspursuant to Section 13 or 15(d) of the Exchange Act from their obligationsunder those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements 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 the Exchange 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**

 

The MSBAM2015-C26 mortgage pool includes the following mortgage loans, each of which isserviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):• the 535-545 Fifth Avenue mortgage loan and the Coastal Equities RetailPortfolio mortgage loan, which are serviced pursuant to the MSBAM 2015-C24pooling and servicing agreement attached hereto as Exhibit 4.2;• the Herald Center mortgage loan, which is serviced pursuant to the MSBAM2015-C25 pooling and servicing agreement attached hereto as Exhibit 4.3; and• the 11 Madison Avenue mortgage loan, which is serviced pursuant to the MAD2015-11MD trust and servicing agreement attached hereto as Exhibit 4.4.

 

Except asset 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:

 

• Thetrustee under a pooling and servicing agreement has a nominal role with respectto the mortgage pool securitized pursuant to such pooling and servicing agreement.The trustee’s only servicing function is the contingent obligation to makecertain advances if the master servicer under such pooling and servicingagreement fails to do so, while all other servicing functions are performed byother parties. The trustee under each of the pooling and servicing agreementslisted in the Exhibit Index has confirmed to the registrant that it has notmade 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” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

• Thecertificate 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 or for purposesof Item 1123 of Regulation AB.

 

• Theoperating 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 Servicing Agreementneither participates in the servicing function for purposes of Item 1122 ofRegulation AB nor performs the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 1123 of Regulation AB. In addition, while the operating advisor under apooling and servicing agreement has certain reporting obligations in respect ofthe related mortgage pool, it has no obligation to collect or disburse funds inrespect of the mortgage pool or to administer any of the underlying mortgageloans.  Consequently, the operating advisor under a pooling and servicingagreement participates in the servicing function for purposes of Item 1122 ofRegulation AB, but is not responsible for the “management or collection of thepool assets or making allocations or distributions to holders of theasset-backed securities” within the meaning of “servicer” under Item 1101 ofRegulation AB and does not perform the functions of a servicer for purposes ofItem 1123 of Regulation AB.

 

• KeyBankNational Association is the master servicer under the MAD 2015-11MD trust andservicing agreement, pursuant to which the 11 Madison Avenue mortgage loan isserviced. Because KeyBank National Association is not the MSBAM 2015-C26 masterservicer, is not affiliated with any sponsor and services only the 11 MadisonAvenue mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, KeyBank National Association, as MAD 2015-11MD master servicerconstitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

• KeyBankNational Association is the special servicer under the MAD 2015-11MD trust andservicing agreement, pursuant to which the 11 Madison Avenue mortgage loan isserviced. Because KeyBank National Association is not the MSBAM 2015-C26 specialservicer, is not affiliated with any sponsor and services only the 11 MadisonAvenue mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, KeyBank National Association, as MAD 2015-11MD special servicerconstitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

• U.S.Bank National Association, is the custodian under the MSBAM 2015-C25 poolingand servicing agreement, pursuant to which the Herald Center mortgage loan isserviced. Because U.S. Bank National Association is not the MSBAM 2015-C26custodian, is not affiliated with any sponsor and services only the HeraldCenter mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, U.S. Bank National Association, as MSBAM 2015-C25 custodianconstitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

• InMarch 2016, LNR Securities Holdings, LLC, the designated representative of the535-545 Fifth Avenue controlling note holder, appointed LNR Partners, LLC toact as special servicer for the 535-545 Fifth Avenue mortgage loan under theMSBAM 2015-C24 pooling and servicing agreement.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:• Wells Fargo Bank, National Association, as master servicer and excludedspecial servicer, engaged the services of CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the entire mortgage pool for the reportingperiod.

 

• WellsFargo Bank, National Association, as master servicer under the MSBAM 2015-C24pooling and servicing agreement, pursuant to which the 535-545 Fifth Avenuemortgage loan and Coastal Equities Retail Portfolio mortgage loan are serviced,engaged the services of CoreLogic Commercial Real Estate Services, Inc. andNational Tax Search, LLC, in each case as a servicing function participant inrespect of the 535-545 Fifth Avenue mortgage loan and Coastal Equities RetailPortfolio mortgage loan for the reporting period.

 

• Wells Fargo Bank, National Association, as master servicer underthe MSBAM 2015-C25 pooling and servicing agreement, pursuant to which theHerald Center 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 Herald Centermortgage loan for the reporting 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 asignificant obligor within the meaning of 1101(k)(2) of Regulation AB. The mostrecent (unaudited) net operating income of the significant obligor for the 2018calendar year is $16,031,340.

 

**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 a424(b)(5) filing dated November 13, 2015, and other than as follows:

 

Since June 18, 2014, a groupof institutional investors have filed civil complaints in the Supreme Court ofthe State of New York, New York County, and later the U.S. District Court forthe Southern District of New York against Wells Fargo Bank, N.A., (“Wells FargoBank”) in its capacity as trustee for certain residential mortgage backedsecurities (“RMBS”) trusts. The complaints against Wells Fargo Bank allegedthat the trustee caused losses to investors and asserted causes of action basedupon, among other things, the trustee's alleged failure to: (i) notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought included money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. Wells Fargo Bank hasreached an agreement, in which it denies any wrongdoing, to resolve theseclaims on a classwide basis for the 271 RMBS trusts currently at issue. Thesettlement agreement is subject to court approval. Separate lawsuits againstWells Fargo Bank making similar allegations filed by certain otherinstitutional investors concerning 57 RMBS trusts in New York federal and statecourt are not covered by the agreement. 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.

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust,  Series 2007-CIBC18 (the “CIBC18 Trust”) filedsuit in the Supreme Court of New York, County of New York, against KeyBankNational Association and Berkadia Commercial Mortgage LLC (collectively, the“CIBC18 Servicers”).  The suit was filed derivatively on behalf of theCIBC18 Trust.  The action was brought in connection with the CIBC18Servicers’ determination of the fair value of a loan, secured by the BryantPark Hotel in New York City, held by the CIBC18 Trust and sold to an assigneeof the CIBC18 Trust’s directing certificateholder, pursuant to an exercise ofthe fair value option set forth in the pooling and servicing agreementgoverning the CIBC18 Trust. There can be no assurances as to the outcome of theaction or the possible impact of the litigation on the CIBC18 Servicers. Both CIBC18 Servicers deny liability, believe that they performed theirobligations in accordance with the terms of the pooling and servicing agreementapplicable to the CIBC18 Trust, and have contested the claims asserted againstthem, filing a motion to dismiss the case.  On November 28, 2016, themotion to dismiss was granted.  The plaintiff certificateholder filed an appeal,and the appeal is pending. In the first quarter of 2018, the case was fullydismissed and is no longer pending.

 

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 trustee orsuccessor 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. Previously, U.S. Bank disclosed that the most substantial case was: *BlackRockBalanced Capital Portfolio et al v. U.S. Bank National Association*, No.605204/2015 (N.Y. Sup. Ct.) (class action alleging claims with respect toapproximately 770 trusts) and its companion case *BlackRock Core Bond Portfolioet al v. U.S Bank National Association*, No. 14-cv-9401 (S.D.N.Y.)(collectively, the “BlackRock cases”). U.S. Bank has entered into a settlementagreement that will resolve the BlackRock cases following approval of thedismissals by the applicable court.  Some of the trusts implicated in theaforementioned 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.

 

**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 13,2015, 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-C26 securitization transaction, Starwood MortgageCapital LLC, an originator of certain of the mortgage loans included in theMSBAM 2015-C26 securitization transaction, and LNR Securities Holdings, LLC(which, at the time of the appointment of LNR Partners, LLC as special servicerwith respect to the 535-545 Fifth Avenue mortgage loan, was the controllingclass representative and the holder of certificates representing more than 50%of the aggregate certificate balance of the controlling class under the MSBAM2015-C26 transaction), and LNR Partners, LLC is also the special servicer underthe MSBAM 2015-C26 transaction.

 

**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.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division ofPNC Bank National Association discloses that a material instance of noncomplianceoccurred, as described below:

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125of Regulation AB) were not reported in accordance with the terms specified inthe transaction agreements, in conflict with Item 1122(d)(3)(i): “Reports toinvestors, including those to be filed with the Commission, are maintained inaccordance with the transaction agreements and applicable Commissionrequirements. Specifically, such reports: (A) Are prepared in accordance withtimeframes and other terms set forth in the transaction agreements”.  Thenoncompliance consisted of omitted or inaccurately reported numbers due to thefollowing: (1) the initial setup files contained information at the assetlevel, and Midland was required to manually compile the information to presentit at the loan level as required by Schedule AL; and (2) certain reportingrequirements required manual processing by Midland, including the use ofvarious data computation formulas, quality control checks and analysis.

 

The identified instances did not involve the servicingof assets included in this securitization.

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland is currently remediating the Schedule ALreporting for the CMBS transactions found to be incorrect, and will be makingimprovements to its systems, processes and procedures to support its ScheduleAL reporting obligations.

 

**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)Pooling and Servicing Agreement, dated as of November1, 2015, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer and initial excluded special servicer,LNR Partners, LLC, as general special servicer, Park Bridge Lender ServicesLLC, 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 March 10, 2016under SEC File No. 333-180779-19 and incorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of August 1,2015, between Morgan Stanley Capital I 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-C24 securitization transaction, pursuant to whichthe 535-545 Fifth Avenue Mortgage Loan and the Coastal Equities RetailPortfolio Mortgage Loan are serviced (filed as Exhibit 4.2 to the registrant'sCurrent Report on Form 8-K filed on November 13, 2015 under SEC File No.333-180779-19 and incorporated by reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of October 1,2015, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, MidlandLoan Services, a Division of PNC Bank, National Association, as specialservicer, 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 andcustodian, relating to the MSBAM 2015-C25 securitization transaction, pursuantto which the Herald Center Mortgage Loan is serviced (filed as Exhibit 4.3 tothe registrant's Current Report on Form 8-K filed on November 13, 2015 underSEC File No. 333-180779-19 and incorporated by reference herein).

 

(4.4)Trust and Servicing Agreement, dated as of September 6,2015, between Deutsche Mortgage & Asset Receiving Corporation, asdepositor, KeyBank National Association, as servicer and special servicer,Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,National Association, as certificate administrator and custodian, relating tothe MAD 2015-11MD securitization transaction, pursuant to which the 11 MadisonAvenue Mortgage Loan is serviced (filed as Exhibit 4.4 to the registrant'sCurrent Report on Form 8-K filed on November 13, 2015 under SEC File No.333-180779-19 and incorporated by reference herein).

 

(31)  Rule13a-14(d)/15d-14(d) Certification.

 

(33)  Reports on assessment ofcompliance with servicing criteria for asset-backed securities.

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

33.2  Wells Fargo Bank, National Association, as Custodian

33.3  Wells Fargo Bank, National Association, as MasterServicer

33.4  LNR Partners, LLC, as Special Servicer

33.5  Park Bridge Lender Services LLC, as Operating Advisor

33.6  Wells Fargo Bank, National Association, as ExcludedSpecial Servicer (see Exhibit 33.3) 

33.7  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

33.8  National Tax Search, LLC, as Servicing FunctionParticipant

33.9  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 535-545 Fifth Avenue(from 1/1/18 to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to12/31/18) (see Exhibit 33.3) 

33.10  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced by such party:535-545 Fifth Avenue (from 1/1/18 to 12/31/18) and Coastal Equities RetailPortfolio (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.11  National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 535-545 Fifth Avenue(from 1/1/18 to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to12/31/18) (see Exhibit 33.8) 

33.12  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from 1/1/18to 12/31/18) (see Exhibit 33.3) 

33.13  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C25 securitization,pursuant to which the following mortgage loans were serviced by such party:Herald Center (from 1/1/18 to 12/31/18) (see Exhibit 33.7) 

33.14  National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from1/1/18 to 12/31/18) (see Exhibit 33.8) 

33.15  KeyBank National Association, as Master Servicerunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18)

33.16  LNR Partners, LLC, as Special Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced by such party: 535-545 Fifth Avenue (from 1/1/18 to 12/31/18) (seeExhibit 33.4) 

33.17  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Special Servicer under the MSBAM 2015-C25 securitization,pursuant to which the following mortgage loans were serviced by such party:Herald Center (from 1/1/18 to 12/31/18)

33.18  KeyBank National Association, as Special Servicerunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18) (see Exhibit 33.15) 

33.19  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced bysuch party: Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18) (seeExhibit 33.17) 

33.20  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced by such party: 535-545 Fifth Avenue (from 1/1/18to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 33.2) 

33.21  U.S. Bank National Association, as Custodian underthe MSBAM 2015-C25 securitization, pursuant to which the following mortgageloans were serviced by such party: Herald Center (from 1/1/18 to 12/31/18)

33.22  Wells Fargo Bank, National Association, as Custodianunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18) (see Exhibit 33.2) 

 

(34). Attestationreports on assessment of compliance with servicing criteria for asset-backedsecurities.

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

34.2  Wells Fargo Bank, National Association, as Custodian

34.3  Wells Fargo Bank, National Association, as MasterServicer

34.4  LNR Partners, LLC, as Special Servicer

34.5  Park Bridge Lender Services LLC, as Operating Advisor

34.6  Wells Fargo Bank, National Association, as ExcludedSpecial Servicer (see Exhibit 34.3) 

34.7  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant

34.8  National Tax Search, LLC, as Servicing FunctionParticipant

34.9  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced by such party: 535-545 Fifth Avenue (from 1/1/18to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 34.3) 

34.10  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C24 securitization,pursuant to which the following mortgage loans were serviced by such party:535-545 Fifth Avenue (from 1/1/18 to 12/31/18) and Coastal Equities RetailPortfolio (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.11  National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 535-545 Fifth Avenue(from 1/1/18 to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to12/31/18) (see Exhibit 34.8) 

34.12  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from1/1/18 to 12/31/18) (see Exhibit 34.3) 

34.13  CoreLogic Commercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2015-C25 securitization,pursuant to which the following mortgage loans were serviced by such party:Herald Center (from 1/1/18 to 12/31/18) (see Exhibit 34.7) 

34.14  National Tax Search, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from1/1/18 to 12/31/18) (see Exhibit 34.8) 

34.15  KeyBank National Association, as Master Servicerunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18)

34.16  LNR Partners, LLC, as Special Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced by such party: 535-545 Fifth Avenue (from 1/1/18 to 12/31/18) (seeExhibit 34.4) 

34.17  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the MSBAM 2015-C25securitization, pursuant to which the following mortgage loans were serviced bysuch party: Herald Center (from 1/1/18 to 12/31/18)

34.18  KeyBank National Association, as Special Servicerunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18) (see Exhibit 34.15) 

34.19  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced bysuch party: Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18) (seeExhibit 34.17) 

34.20  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced by such party: 535-545 Fifth Avenue (from 1/1/18to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 34.2) 

34.21  U.S. Bank National Association, as Custodian underthe MSBAM 2015-C25 securitization, pursuant to which the following mortgageloans were serviced by such party: Herald Center (from 1/1/18 to 12/31/18)

34.22  Wells Fargo Bank, National Association, as Custodianunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18) (see Exhibit 34.2) 

 

(35). Servicercompliance statement.

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

35.2  Wells Fargo Bank, National Association, as Custodian

35.3  Wells Fargo Bank, National Association, as MasterServicer

35.4  LNR Partners, LLC, as Special Servicer

35.5  Wells Fargo Bank, National Association, as ExcludedSpecial Servicer 

35.6  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2015-C24 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 535-545 Fifth Avenue(from 1/1/18 to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to12/31/18)

35.7  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from1/1/18 to 12/31/18)

35.8  LNR Partners, LLC, as Special Servicer under the MSBAM2015-C24 securitization, pursuant to which the following mortgage loans wereserviced by such party: 535-545 Fifth Avenue (from 1/1/18 to 12/31/18)

35.9  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the MSBAM 2015-C25securitization, pursuant to which the following mortgage loans were serviced bysuch party: Herald Center (from 1/1/18 to 12/31/18)

35.10  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the MSBAM 2015-C24securitization, pursuant to which the following mortgage loans were serviced bysuch party: Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18) (seeExhibit 35.9) 

35.11  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C24 securitization, pursuant to which the followingmortgage loans were serviced by such party: 535-545 Fifth Avenue (from 1/1/18to 12/31/18) and Coastal Equities Retail Portfolio (from 1/1/18 to 12/31/18)(see Exhibit 35.2) 

35.12  Wells Fargo Bank, National Association, as Custodianunder the MAD 2015-11MD securitization, pursuant to which the followingmortgage loans were serviced by such party: 11 Madison Avenue (from 1/1/18 to12/31/18) (see Exhibit 35.2) 

 

(99.1)Mortgage Loan Purchase Agreement, dated October 28,2015, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K filed on November 13, 2015 under SEC File No. 333-180779-19 andincorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated October 28,2015, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on November 13, 2015 under SEC File No. 333-180779-19 andincorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated October 28,2015, between Morgan Stanley Capital I Inc. and CIBC Inc. (filed as Exhibit99.3 to the registrant's Current Report on Form 8-K filed on November 13, 2015under SEC File No. 333-180779-19 and incorporated by reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated October 28,2015, between Morgan Stanley Capital I Inc., Starwood Mortgage Funding III LLCand Starwood Mortgage Capital LLC (filed as Exhibit 99.4 to the registrant'sCurrent Report on Form 8-K filed on November 13, 2015 under SEC File No.333-180779-19 and incorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated July 24, 2015,between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, Morgan StanleyBank, N.A., as Initial Note A-2 Holder, and Morgan Stanley Bank, N.A., asInitial Note A-3 Holder, relating to the 535-545 Fifth Avenue loan combination(filed as Exhibit 99.5 to the registrant's Current Report on Form 8-K filed onNovember 13, 2015 under SEC File No. 333-180779-19 and incorporated byreference herein).

 

(99.6)Agreement Between Note Holders, dated July 24, 2015,between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, and MorganStanley Bank, N.A., as Initial Note A-2 Holder, relating to the CoastalEquities Retail Portfolio loan combination (filed as Exhibit 99.6 to theregistrant's Current Report on Form 8-K filed on November 13, 2015 under SECFile No. 333-180779-19 and incorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated as of October 15,2015, between Morgan Stanley Mortgage Capital Holdings LLC, as Initial Note A-1Holder, Morgan Stanley Mortgage Capital Holdings LLC, as Initial Note A-2Holder, and Morgan Stanley Mortgage Capital Holdings LLC, as Initial Note A-3Holder, relating to the Herald Center loan combination (filed as Exhibit 99.7to the registrant's Current Report on Form 8-K/A filed on March 10, 2016 underSEC File No. 333-180779-19 and incorporated by reference herein).

 

(99.8)Co-Lender Agreement, dated September 6, 2015, betweenGerman American Capital Corporation, as Initial Note A-1 Holder, Morgan StanleyBank, N.A., as Initial Note A-2 Holder, Wells Fargo Bank, National Association,as Initial Note A-3 Holder, German American Capital Corporation, as InitialNote B-1 Holder, Morgan Stanley Bank, N.A., as Initial Note B-2 Holder, WellsFargo Bank, National Association, as Initial Note B-3 Holder, relating to the11 Madison Avenue loan combination (filed as Exhibit 99.8 to the registrant'sCurrent Report on Form 8-K filed on November 13, 2015 under SEC File No. 333-180779-19and 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:March 29, 2019