**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, 2022 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  38‐3979834  38‐3979835  38‐7143623** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(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:

 

| Title of each class | Trading Symbol(s) | Name of each  exchange on which registered |
|---------------------|-------------------|--------------------------------------------|
| 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 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 everyInteractive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (Section 232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files).

 

  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.

 

Indicate by check mark whether the registrant has fileda report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.

 

  Notapplicable.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

registrantincluded in the filing reflect the correction of an error to previously issuedfinancial statements.

 

Not applicable.

 

Indicateby check mark whether any of those error corrections are restatements thatrequired a recovery analysis of incentive-based compensation received by any ofthe registrant’s executive officers during the relevant recovery periodpursuant to §240.10D-1(b).

 

Not applicable.

 

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 equity waslast sold, or the average bid and asked price of such common equity, as of thelast 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 MSBAM 2015-C27 mortgage pool includes thefollowing mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):• the 535-545 Fifth Avenue mortgage loan, which is serviced pursuant to theMSBAM 2015-C24 pooling and servicing agreement attached hereto as Exhibit 4.2;• the U-Haul Portfolio mortgage loan, which is serviced pursuant to the MSJP2015-HAUL trust and servicing agreement attached hereto as Exhibit 4.3; and• the Herald Center mortgage loan, which is serviced pursuant to the MSBAM2015-C25 pooling and servicing agreement attached hereto as Exhibit 4.4.

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

• The trustee under a pooling and servicingagreement has a nominal role with respect to the mortgage pool securitizedpursuant to such pooling and servicing agreement. The trustee’s only servicingfunction is the contingent obligation to make certain advances if the masterservicer under such pooling and servicing agreement fails to do so, while allother servicing functions are performed by other parties. The trustee undereach of the pooling and servicing agreements listed in the Exhibit Index hasconfirmed to the registrant that it has not made any such contingent advancesduring the reporting period, and consequently, each such trustee does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, nor does it perform 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.

 

• The certificate administrator under apooling and servicing agreement performs various payment administration functionssolely for the securitization governed by such pooling and servicing agreementand the mortgage pool securitized pursuant to such pooling and servicingagreement and does not have any obligations with respect to any othertransaction. Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement 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.

 

• The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement. The operating advisor under apooling and servicing agreement does not have any obligations with respect toany other transaction and is solely obligated to perform loan reportingfunctions with respect to the securitization governed by such pooling andservicing agreement.  Consequently, the operating advisor under an OutsidePooling and Servicing Agreement neither participates in the servicing functionfor purposes of Item 1122 of Regulation AB nor performs the functions of aservicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB. In addition, whilethe operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” within themeaning of “servicer” under Item 1101 of Regulation AB and does not perform thefunctions of a servicer for purposes of Item 1123 of Regulation AB.

 

• Wells Fargo Bank, National Association isthe special servicer under the MSJP 2015-HAUL trust and servicing agreement,pursuant to which the U-Haul Portfolio mortgage loan is serviced. Because WellsFargo Bank, National Association is not the MSBAM 2015-C27 special servicer, isnot affiliated with any sponsor and services only the U-Haul Portfolio mortgageloan, which constitutes less than 5% of the mortgage pool, Wells Fargo Bank,National Association, as MSJP 2015-HAUL special servicer does not constitute areporting “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 of Regulation AB,as specified in the Instruction to Item 1123.

 

• Midland Loan Services, a Division of PNCBank, National Association was, until March 8, 2022, the special servicer underthe MSBAM 2015-C25 pooling and servicing agreement, pursuant to which theHerald Center mortgage loan is serviced.  Because Midland Loan Services, aDivision of PNC Bank, National Association is not the MSBAM 2015-C27 specialservicer, is not affiliated with any sponsor and serviced only the HeraldCenter mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, Midland Loan Services, a Division of PNC Bank, NationalAssociation, as MSBAM 2015-C25 special servicer constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

• U.S. Bank National Association, is thecustodian under the MSBAM 2015-C25 pooling and servicing agreement, pursuant towhich the Herald Center mortgage loan is serviced, and the MSJP 2015-HAUL poolingand servicing agreement, pursuant to which the U-Haul Portfolio mortgage loanis serviced. Because U.S. Bank National Association is not the MSBAM 2015-C27custodian, is not affiliated with any sponsor and services only the HeraldCenter mortgage loan and the U-Haul Portfolio mortgage loan, which constitutemore than 5% but less than 10% of the mortgage pool, U.S. Bank NationalAssociation, as MSBAM 2015-C25 custodian and MSJP 2015-HAUL 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.

 

• Wells Fargo Bank, National Association, the excludedmortgage loan special servicer under the MSBAM 2015-C24 pooling and servicingagreement, only has obligations in respect of certain mortgage loans sold tothe MSBAM 2015-C24 securitization trust to the extent the special servicerthereunder is affiliated with the related borrowers. Wells Fargo Bank, NationalAssociation, as excluded mortgage loan special servicer under the MSBAM2015-C24 pooling and servicing agreement, has no obligations with respect tothe 535-545 Fifth Avenue mortgage loan or any mortgage loan included in theMSBAM 2015-C27 mortgage pool and therefore does not constitute a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, and does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

• In March 2016, LNR Securities Holdings,LLC, the designated representative of the 535-545 Fifth Avenue controlling noteholder, appointed LNR Partners, LLC to act as special servicer for the 535-545Fifth Avenue mortgage loan under the MSBAM 2015-C24 pooling and servicingagreement. On September 28, 2022, Midland Loan Services, a Division of PNCBank, National Association was replaced as special servicer under the MSBAM2015-C24 pooling and servicing agreement with respect to most mortgage loans inthe MSBAM 2015-C24 mortgage pool and was succeeded by LNR Partners, LLC withrespect to such mortgage loans. Midland Loan Services, a Division of PNC Bank,National Association, was replaced as special servicer with respect to theremaining mortgage loans in the MSBAM 2015-C24 mortgage pool on December 6,2022 and was succeeded by LNR Partners, LLC with respect to such mortgageloans.

 

• LNR Partners, LLC is the current specialservicer under the MSBAM 2015-C25 pooling and servicing agreement, pursuant towhich the Herald Center mortgage loan is serviced. On March 9, 2022, MidlandLoan Services, a Division of PNC Bank, National Association was replaced asspecial servicer under the MSBAM 2015-C25 pooling and servicing agreement, andwas succeeded by LNR Partners, LLC.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

• Wells Fargo Bank, National Association,as master servicer, engaged the services of CoreLogic Solutions, LLC as aservicing function participant in respect of the entire mortgage pool for thereporting period.

 

• Wells Fargo Bank, National Association,as master servicer under the MSBAM 2015-C24 pooling and servicing agreement,pursuant to which the 535-545 Fifth Avenue mortgage loan is serviced, engagedthe services of CoreLogic Solutions, LLC as a servicing function participant inrespect of the 535-545 Fifth Avenue mortgage loan for the reporting period.

 

• Wells Fargo Bank, National Association,as master servicer and special servicer under the MSJP 2015-HAUL trust andservicing agreement, pursuant to which the U-HAUL Portfolio mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC as a servicingfunction participant in respect of the U-HAUL Portfolio mortgage loan for thereporting 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 CoreLogicSolutions, LLC as a servicing function participant in respect of the HeraldCenter mortgage loan for the reporting period.

 

• On November 1, 2021, pursuant to the second amended and restatedservicing agreement attached hereto as Exhibit 99.10, Computershare TrustCompany, National Association was engaged to perform all or virtually all ofWells Fargo Bank, National Association’s roles as certificate administrator,custodian and trustee, as applicable, under (i) the pooling and servicingagreement and (ii) each Outside Pooling and Servicing Agreement.

 

| **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.**  | **[Reserved]**                                                                                                      |
|              |                                                                                                                |
| **Item 7.**  | **Management's Discussion and  Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and Disagreements  With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
| **Item 9C.** | **Disclosure Regarding  Foreign Jurisdictions that Prevent Inspections.**                                           |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

| **PART III** |                                                                                                 |
|-------------------|------------------------------------------------------------------------------------------------------|
|              |                                                                                                 |
| **Item 10.** | **Directors, Executive  Officers and Corporate Governance.**                                         |
|              | Omitted.                                                                                             |
| **Item 11.** | **Executive Compensation.**                                                                          |
|              | Omitted.                                                                                             |
| **Item 12.** | **Security Ownership of Certain  Beneficial Owners and Management and Related Stockholder Matters.** |
|              | Omitted.                                                                                             |
| **Item 13.** | **Certain Relationships and  Related Transactions, and Director Independence.**                      |
|              | Omitted.                                                                                             |
| **Item 14.** | **Principal Accountant Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**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 2022calendar year is $21,580,277.01.

 

**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, or otherparty 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 follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Wells Fargo Bank, N.A.  previouslysettled two class actions filed by institutional investors and an action filedby the National Credit Union Administration with similar allegations. Inaddition, Park Royal I LLC and Park Royal II LLC have filed substantiallysimilar lawsuits in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation.

 

Inthe last several years, U.S. Bank National Association (“U.S. Bank”) and otherlarge financial institutions have been sued in their capacity as trustee orsuccessor trustee for certain residential mortgage backed securities("RMBS") trusts.  The complaints, primarily filed by investorsor investor groups against U.S. Bank and similar institutions, allege thetrustees caused losses to investors as a result of alleged failures by thesponsors, mortgage loan sellers and servicers to comply with the governingagreements for these RMBS trusts.  Plaintiffs generally assert causes ofaction based upon the trustees’ purported failures to enforce repurchaseobligations of mortgage loan sellers for alleged breaches of representationsand warranties, notify securityholders of purported events of default allegedlycaused by breaches of servicing standards by mortgage loan servicers and abideby a heightened standard of care following alleged events of default.  

 

U.S.Bank denies liability and believes that it has performed its obligations underthe RMBS trusts in good faith, that its actions were not the cause of losses toinvestors, that it has meritorious defenses, and it has contested and intendsto continue contesting the plaintiffs’ claims vigorously.  However, 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.

 

OnMarch 9, 2018, a law firm purporting to represent fifteen Delaware statutorytrusts (the “DSTs”) that issued securities backed by student loans (the“Student Loans”) filed a lawsuit in the Delaware Court of Chancery against U.S.Bank National Association (“U.S. Bank”) in its capacities as indenture trusteeand successor special servicer, and three other institutions in theirrespective transaction capacities, with respect to the DSTs and the StudentLoans.  This lawsuit is captioned The National Collegiate Student LoanMaster Trust I, et al. v. U.S. Bank National Association, et al., C.A. No.2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint, as amendedon June 15, 2018, alleged that the DSTs have been harmed as a result ofpurported misconduct or omissions by the defendants concerning administrationof the trusts and special servicing of the Student Loans.  Since thefiling of the NCMSLT Action, certain Student Loan borrowers have made assertionsagainst U.S. Bank concerning special servicing that appear to be based oncertain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S.Bank believes that it has performed its obligations as indenture trustee andspecial servicer in good faith and in compliance in all material respects withthe terms of the agreements governing the DSTs (the “Governing Agreements”),and accordingly that the claims against it in the NCMSLT Action are withoutmerit.  

 

U.S.Bank has filed a motion seeking dismissal of the operative complaint in itsentirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)or, in the alternative, a stay of the case while other prior filed disputesinvolving the DSTs and the Student Loans are litigated.  On November 7,2018, the Court ruled that the case should be stayed in its entirety pendingresolution of the first-filed cases.  On January 21, 2020, the Courtentered an order consolidating for pretrial purposes the NCMSLT Action and threeother lawsuits pending in the Delaware Court of Chancery concerning the DSTsand the Student Loans (the “Consolidated Action”).  U.S. Bank and otherparties to the Consolidated Action have briefed and argued motions for judgmenton the pleadings pursuant to Chancery Court Rule 12(c) regarding disputedissues of contractual interpretation at issue in one or more of the casescomprising the Consolidated Action, including the NCMSLT Action.  TheCourt has not yet ruled on these motions or on U.S. Bank’s dismissal motion inthe NCMSLT Action.

 

U.S.Bank intends to continue to defend the NCMSLT Action vigorously.

 

Fromtime to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings as partof its duties as a special servicer (e.g., enforcement of loan obligations)and/or arising in the ordinary course of business. Other than as set forth inthe following paragraphs, there are currently no legal proceedings pending, andno legal proceedings known to be contemplated by governmental authorities,against CWCAM or of which any of its property is the subject, that are materialto the certificateholders.

 

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 “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale ofthe Peter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts. CWCAM was the special servicer of suchproperty. The petition requests the State Court to instruct the trustee, thetrust beneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust. On February 24, 2016, CWCAM made a limited appearancewith the State Court to file a motion to dismiss this proceeding based on lackof jurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (“Federal Court”). On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNY Court”),a motion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. On March 14, 2017, the Federal Courtreserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery was completed on March 15, 2019. The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct. In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amountof penalty interest and yield maintenance was correctly calculated. An appealof the SDNY Court’s decision was taken on April 29, 2020. Oral argument on theappeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entereda decision affirming in part and reversing in part the SDNY Court’s decisionand remanding to the SDNY Court for further proceedings. The Second Circuitaffirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenanceare paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances. On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement. U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court. A hearing on the settlement is scheduledfor March 16, 2023.

 

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 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.filed a substantially similar complaint in the Supreme Court of the State ofNew York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”). Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York. In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. TheNew Complaint and related summons was not served on the defendants until July13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018. On August 3, 2018, the defendants,including CWCAM, filed a motion to dismiss the New Complaint in its entirety.On August 20, 2019, the court entered an order granting defendants’ motionalmost in its entirety, dismissing 11 of the 16 counts and partially dismissing2 additional counts. Of the remaining counts, 2 are asserted against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment. OnSeptember 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relatingto the August 20, 2019 dismissal order and on September 26, 2019, filed anamended complaint against CWCI and CWCAM attempting to address deficienciesrelating to certain of the claims dismissed by the August 20, 2019 order. CWCIand CWCAM filed its Motion to Dismiss the amended complaint on October 28,2019. The court heard argument on the Motion to Dismiss the amended complainton January 22, 2020 and on October 23, 2020, the court granted the motiondismissing the amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltdfiled a notice of appeal relating to the October 23, 2020 dismissal order. OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI. CWCI sought leave to file an appeal of the decision. Theplaintiff also sought leave to appeal the dismissal of the claims againstCWCAM. Both requests for leave were denied by the First Department. On May 15,2020, CWCI and CWCAM filed a motion to renew its motion to dismiss as to 4 ofthe remaining counts (including the remaining two counts against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment), based on adecision entered by Judge Failla in a trust instruction proceeding in the USDistrict Court for the Southern District of New York awarding summary judgmentin favor of CWCAM. On September 7, 2021, the court denied the motion to renew.CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022. On November 15, 2022, the First Departmentaffirmed the court’s denial of the motion to renew. On October 1, 2021, CWCIand CWCAM moved to reargue the denial of the motion to renew (or alternatively,the motion to dismiss) with respect to certain of Cobalt’s claims, including theremaining 2 claims against CWCAM, based on the First Department’s April 27,2021 decision. On March 24, 2022, the court denied the relief sought in themotion to reargue. CWCI and CWCAM have appealed the court’s decision on themotion to reargue and filed their opening brief on July 11, 2022. The appealwas dismissed as being nonappealable on August 30, 2022. CWCAM believes that ithas performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit.

 

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

 

Theinformation regarding this Item has been provided previously in an annual reporton Form 10-K of the issuing entity or in the prospectus of the issuing entityfiled in a 424(b)(5) filing dated November 24, 2015. In addition, LNR Partners,LLC, the special servicer under the MSBAM 2015-C25 pooling and servicingagreement, pursuant to which the Herald Center mortgage loan is serviced, isalso the special servicer under the MSBAM 2015-C24 pooling and servicingagreement, pursuant to which the 535-545 Fifth Avenue mortgage loan isserviced, and is also an affiliate of Starwood Mortgage Funding III LLC, anoriginator, sponsor and mortgage loan seller with respect to the MSBAM 2015-C27securitization 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.

 

**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, CWCapital Asset Management LLC, asspecial servicer, Situs Holdings, LLC, as trust advisor, Wilmington Trust,National Association, as trustee, and Wells Fargo Bank, National Association,as custodian, certificate administrator, certificate registrar andauthenticating agent (filed as Exhibit 4.1 to the registrant's Current Report onForm 8-K/A filed on February 24, 2016 under SEC File No. 333-180779-20 andincorporated 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 is serviced (filed as Exhibit 4.2 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).

 

(4.3)Trust and Servicing Agreement, dated as of October 1,2015, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as servicer and special servicer, and U.S. Bank NationalAssociation, as certificate administrator and trustee, relating to the MSJP2015-HAUL securitization transaction, pursuant to which the U-Haul PortfolioMortgage Loan is serviced (filed as Exhibit 4.3 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).

 

(4.4)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 4.4 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).

 

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

 

(33)  Reports onassessment of compliance with servicing criteria for asset-backed securities.

 

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2  Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

33.4  Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

 

33.5  Wells Fargo Bank, National Association, as MasterServicer

 

33.6  CWCapital Asset Management LLC, as Special Servicer

 

33.7  Situs Holdings, LLC, as Operating Advisor

 

33.8  CoreLogic Solutions, 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 1/1/22 to 12/31/22) (see Exhibit 33.5)

 

33.10  CoreLogic Solutions, 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 1/1/22 to 12/31/22) (see Exhibit 33.8)

 

33.11  Wells Fargo Bank, National Association, as Master Servicerunder the MSJP 2015-HAUL securitization, pursuant to which the followingmortgage loans were serviced by such party: U-Haul Portfolio (from 1/1/22 to12/31/22) (see Exhibit 33.5)

 

33.12  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U-Haul Portfolio (from1/1/22 to 12/31/22) (see Exhibit 33.8)

 

33.13  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 (from1/1/22 to 12/31/22) (see Exhibit 33.5)

 

33.14  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from1/1/22 to 12/31/22) (see Exhibit 33.8)

 

33.15  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C24 securitization, pursuant to which the following mortgage loanswere serviced by such party: 535-545 Fifth Avenue (from 1/1/22 to 12/31/22)

 

33.16  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C25 securitization, pursuant to which the following mortgage loanswere serviced by such party: Herald Center (from 3/9/22 to 12/31/22) (seeExhibit 33.15)

 

33.17  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 1/1/22 to 3/8/22)

 

33.18  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 1/1/22to 12/31/22) (see Exhibit 33.3)

 

33.19  Computershare Trust Company, National Association, 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 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.20  U.S. Bank National Association, as Custodian underthe MSJP 2015-HAUL securitization, pursuant to which the following mortgageloans were serviced by such party: U-Haul Portfolio (from 1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22) (seeExhibit 33.20)

 

(34). Attestation reportson assessment of compliance with servicing criteria for asset-backedsecurities.

 

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2  Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

34.4  Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

 

34.5  Wells Fargo Bank, National Association, as MasterServicer

 

34.6  CWCapital Asset Management LLC, as Special Servicer

 

34.7  Situs Holdings, LLC, as Operating Advisor

 

34.8  CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.9  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 1/1/22 to 12/31/22) (see Exhibit 34.5)

 

34.10  CoreLogic Solutions, 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 1/1/22 to 12/31/22) (see Exhibit 34.8)

 

34.11  Wells Fargo Bank, National Association, as MasterServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U-Haul Portfolio (from1/1/22 to 12/31/22) (see Exhibit 34.5)

 

34.12  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U-Haul Portfolio (from1/1/22 to 12/31/22) (see Exhibit 34.8)

 

34.13  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 (from1/1/22 to 12/31/22) (see Exhibit 34.5)

 

34.14  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2015-C25 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Herald Center (from1/1/22 to 12/31/22) (see Exhibit 34.8)

 

34.15  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C24 securitization, pursuant to which the following mortgage loanswere serviced by such party: 535-545 Fifth Avenue (from 1/1/22 to 12/31/22)

 

34.16  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C25 securitization, pursuant to which the following mortgage loans wereserviced by such party: Herald Center (from 3/9/22 to 12/31/22) (see Exhibit34.15)

 

34.17  Midland Loan Services, a Division of PNC Bank,National Association, as Special Servicer under the MSBAM 2015-C25 securitization,pursuant to which the following mortgage loans were serviced by such party:Herald Center (from 1/1/22 to 3/8/22)

 

34.18  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 1/1/22to 12/31/22) (see Exhibit 34.3)

 

34.19  Computershare Trust Company, National Association, 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 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

34.20  U.S. Bank National Association, as Custodian underthe MSJP 2015-HAUL securitization, pursuant to which the following mortgageloans were serviced by such party: U-Haul Portfolio (from 1/1/22 to 12/31/22)

 

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 1/1/22 to 12/31/22) (seeExhibit 34.20)

 

(35). Servicer compliancestatement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2  Computershare Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

35.4  Computershare Trust Company, National Association, asServicing Function Participant for the Custodian

 

35.5  Wells Fargo Bank, National Association, as MasterServicer

 

35.6  CWCapital Asset Management LLC, as Special Servicer

 

35.7  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 1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.8  Wells Fargo Bank, National Association, as MasterServicer under the MSJP 2015-HAUL securitization, pursuant to which thefollowing mortgage loans were serviced by such party: U-Haul Portfolio (from1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.9 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 (from1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.10 LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C24 securitization, pursuant to which the following mortgage loanswere serviced by such party: 535-545 Fifth Avenue (from 1/1/22 to 12/31/22)

 

35.11  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C25 securitization, pursuant to which the following mortgage loanswere serviced by such party: Herald Center (from 3/9/22 to 12/31/22) (seeExhibit 35.10)

 

35.12  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 1/1/22to 12/31/22) (see Exhibit 35.3)

 

35.13  Computershare Trust Company, National Association, 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 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

(99.1)Mortgage Loan Purchase Agreement, dated November 19,2015, 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 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated November 19,2015, 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 24, 2015 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated November 19,2015, 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 24, 2015under SEC File No. 333-180779-20 and incorporated by reference herein).

 

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

 

(99.6)Agreement Between Note Holders, dated September 1,2015, between Morgan Stanley Bank, N.A., as Initial Note 1 Holder, and JPMorganChase Bank, National Association, as Initial Note 2 Holder, relating to theU-Haul Portfolio loan combination (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K filed on November 24, 2015 under SEC File No.333-180779-20 and incorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated 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. 333-180779-20 and incorporated by reference herein).

 

(99.8) Agreement Between Note Holders, dated November 24,2015, between Morgan Stanley Bank, N.A., as Initial Note A Holder, and MorganStanley Bank, N.A., as Initial Note B Holder, relating to the Hammond Squareloan combination (filed as Exhibit 99.8 to the registrant's Current Report onForm 8-K/A filed on February 24, 2016 under SEC File No. 333-180779-20 andincorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated October 28, 2015,between Bank of America, N.A., as Initial Note A-1 Holder, and Bank of America,N.A., as Initial Note A-2 Holder, relating to the University West Apartmentsloan combination (filed as Exhibit 99.9 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).

 

(99.10)Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile 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/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2023