**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, 2021 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:333-180779-13**

 

**Central Index Key Number of the issuingentity:0001629069**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2015-C20**

**(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)**

 

| **New York**                                                        | **38‐3952086  38‐3952087  38‐3952088  38‐7127946** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(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 ___

 

Indicate by check mark whether the registrant hassubmitted electronically every Interactive Data File required to be submitted pursuantto Rule 405 of Regulation S-T (Section 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

 

  Not applicable.

 

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) of theEx­change Act.

 

  Notapplicable.

 

 Indicate by check markwhether 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.

 

 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 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 is incorporated:(1)Any annual report to security holders; (2) Any proxy or informationstatement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933. The listed documents should be clearly described foridentification purposes (e.g., annual report to security holders for fiscalyear ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSBAM2015-C20 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 Linc LIC mortgage loan and the One & Only Ocean Club mortgage loan,which are serviced pursuant to the MSBAM 2014-C19 pooling and servicingagreement attached hereto as Exhibit 4.2.

 

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 servicingagreement. The trustee’s only servicing function is the contingent obligationto make certain advances if the master servicer under such pooling andservicing agreement fails to do so, while all other servicing functions areperformed by other parties. The trustee under each of the pooling and servicingagreements listed in the Exhibit Index has confirmed to the registrant that ithas not made any such contingent advances during the reporting period, andconsequently, each such trustee does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” 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 purposes ofItem 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 the performanceof the special servicer under such pooling and servicing agreement andproducing certain reports to certificateholders relating to the resolution ofthe mortgage pool securitized pursuant to such pooling and servicing agreement.The operating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement.  Consequently, the operating advisorunder an Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer 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” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

 

• RialtoCapital Advisors, LLC is the current special servicer under the MSBAM 2014-C20pooling and servicing agreement. In July 2018, CWCapital Asset Management LLCwas replaced as special servicer under the MSBAM 2014-C20 pooling and servicingagreement and was succeeded by Rialto Capital Advisors, LLC.

 

• WellsFargo Bank, National Association is the master servicer under the MSBAM2014-C19 pooling and servicing agreement, pursuant to which the Linc LICmortgage loan and One & Only Ocean Club mortgage loan are serviced. BecauseWells Fargo Bank, National Association is not the MSBAM 2015-C20 masterservicer, is not affiliated with any sponsor and services only the Linc LICmortgage loan and One & Only Ocean Club mortgage loan, which constitutemore than 5% but less than 10% of the mortgage pool, Wells Fargo Bank, NationalAssociation, as MSBAM 2014-C19 master 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.

 

• RialtoCapital Advisors, LLC is the current special servicer under the MSBAM 2014-C19pooling and servicing agreement. In July 2018, CWCapital Asset Management LLCwas replaced as special servicer under the MSBAM 2014-C19 pooling and servicingagreement and was succeeded by Rialto Capital Advisors, LLC. CWCapital AssetManagement LLC remains the special servicer under the MSBAM 2014-C19 poolingand servicing agreement solely with respect to the Linc LIC mortgage loan.

 

•CWCapital Asset Management LLC is the special servicer under the MSBAM 2014-C19pooling and servicing agreement solely with respect to the Linc LIC mortgageloan. Because CWCapital Asset Management LLC is not the MSBAM 2015-C20 specialservicer, is not affiliated with any sponsor and services only the Linc LICmortgage loan, which constitutes less than 5% of the mortgage pool, CWCapitalAsset Management LLC, as special servicer under the MSBAM 2014-C19 pooling andservicing agreement solely with respect to the Linc LIC mortgage loan does notconstitute a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, and doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

•National Tax Search, LLC merged into CoreLogic Solutions, LLC in 2021. CoreLogic Solutions, LLC’s report on assessment of compliance with servicingcriteria and registered public accounting firm attestation report, in each caseprovided pursuant to Item 1122 of Regulation AB, also relate to National TaxSearch, LLC’s platform for the reporting period.

 

In addition, each of the following parties engaged the services ofcertain servicing function participants and sub-servicers for the reportingperiod, as set forth below:• Wells Fargo Bank, National Association, as master servicer under the MSBAM2014-C19 pooling and servicing agreement, pursuant to which the Linc LIC mortgageloan and One & Only Ocean Club mortgage loan are serviced, engaged theservices of CoreLogic Solutions, LLC and National Tax Search, LLC, in each caseas a servicing function participant in respect of the Linc LIC mortgage loanand One & Only Ocean Club mortgage loan for the reporting period.

 

• On November 1, 2021, pursuant to the second amended and restatedservicing agreement attached hereto as Exhibit 99.4, 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.**  | **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 Accountant Fees  and Services.**                                                         |
|              | Omitted.                                                                                             |
|              |                                                                                                 |   |

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Not applicable.

 

**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) of RegulationAB, originator contemplated by Item 1110(b) of Regulation AB, or other partycontemplated by Item 1100(d)(1) of Regulation AB, or of which any property ofthe foregoing is the subject, that is material to security holders, other thanas follows:

 

InDecember 2014, Phoenix Light SF Limited and certain related entities and theNational Credit Union Administration (NCUA) filed complaints in the UnitedStates District Court for the Southern District of New York against Wells FargoBank, alleging claims against Wells Fargo Bank in its capacity as trustee for anumber of residential mortgage-backed securities trusts. Complaints raisingsimilar allegations have been filed by Commerzbank AG in the Southern Districtof New York and by IKB International and IKB Deutsche Industriebank in New Yorkstate court. In each case, the plaintiffs allege that Wells Fargo Bank, astrustee, caused losses to investors, and plaintiffs assert causes of actionbased upon, among other things, the trustee’s alleged failure to notify andenforce repurchase obligations of mortgage loan sellers for purported breachesof representations and warranties, notify investors of alleged events ofdefault, and abide by appropriate standards of care following alleged events ofdefault. Wells Fargo Bank previously settled two class action lawsuits withsimilar allegations that were filed in November 2014 and December 2016 byinstitutional investors in the Southern District of New York and New York statecourt, respectively. In addition, Park Royal I LLC and Park Royal II LLC havefiled complaints in New York state court alleging Wells Fargo Bank, N.A., astrustee, failed to take appropriate actions upon learning of defective mortgageloan documentation. In March 2021, the Company entered into an agreement toresolve the case filed by the NCUA.

 

Inaddition to the foregoing cases, in August 2014 and August 2015 Nomura Credit& Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”)filed a total of seven third-party complaints against Wells Fargo Bank in NewYork state court. In the underlying first-party actions, Nomura and Natixishave been sued for alleged breaches of representations and warranties made inconnection with residential mortgage-backed securities sponsored by them. Inthe third-party actions, Nomura and Natixis allege that Wells Fargo Bank, asmaster servicer, primary servicer or securities administrator, failed to notifyNomura and Natixis of their own breaches, failed to properly oversee theprimary servicers, and failed to adhere to accepted servicing practices.Natixis additionally alleges that Wells Fargo Bank failed to perform defaultoversight duties. Wells Fargo Bank has asserted counterclaims alleging thatNomura and Natixis failed to provide Wells Fargo Bank notice of theirrepresentation and warranty breaches.

 

Withrespect to each of the foregoing litigations, Wells Fargo Bank believesplaintiffs' claims are without merit and intends to contest the claimsvigorously, but there can be no assurances as to the outcome of the litigationsor the possible impact of the litigations on Wells Fargo Bank or the relatedRMBS trusts.

 

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 forthin the following paragraphs, there are currently no legal proceedings pending,and no 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 ofsuch property.  The petition requests the State Court to instruct thetrustee, the trust beneficiaries, and any other interested parties as to theamount of the Disputed Proceeds, if any, that constitute penalty interestand/or the amount of the Disputed Proceeds, if any, that constitutegain-on-sale proceeds, with respect to each trust.  On February 24, 2016,CWCAM made a limited appearance with the State Court to file a motion todismiss this proceeding based on lack of jurisdiction, mootness, standing andforum non conveniens.  On July 19, 2016, the State Court denied CWCAM’smotion to dismiss.  On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”).  On October 21, 2016, the FederalCourt held a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), a motionto remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved 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 butthe SDNY Court was unable to decide the case based on the pleadings and theSDNY Court ordered discovery.  All fact discovery was completed inDecember, 2018 and expert discovery was completed on March 15, 2019.  Theparties submitted cross motions for summary judgment, and on March 19, 2020,the SDNY Court entered an opinion and order in which it granted summaryjudgment in CWCAM’s favor and held that CWCAM was entitled to the entire amountof penalty interest and that CWCAM’s determination of Yield Maintenance wascorrect.  In the 127-page opinion, the SDNY Court found for CWCAM on everyissue presented by the trustee’s petition, namely, that the funds in disputeconstitute penalty interest and yield maintenance, not gain-on-sale proceeds,and that the amount of penalty interest and yield maintenance was correctlycalculated. An appeal of the SDNY Court’s decision was taken on April 29,2020.  Oral argument on the appeal occurred on June 21, 2021. The partiesawait the decision of the appeals court.  

 

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 allegedbreaches of a contract and fiduciary duties by CWCAM’s affiliate, CWCapitalInvestments LLC in its capacity as collateral manager for the collateralizeddebt obligation transaction involving CWCapital Cobalt Vr, Ltd. In total, thereare 14 counts pled in the Original Complaint. Of those 14, 5 claims wereasserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment. On May 23, 2018, the Original Complaint wasdismissed for lack of subject matter jurisdiction.   On June 28,2018, CWCapital Cobalt Vr Ltd. filed a substantially similar complaint in theSupreme Court of the State of New York, County of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., Index No. 653277/2018 (the“New Complaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the Southern Districtof New York.  In total there are 16 counts pled in the New Complaint. Ofthose 16 counts, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment, 1 count seeks adeclaratory judgement that the plaintiff has the right to enforce the contractsin question and 1 count seeks an injunction requiring the defendants torecognize the plaintiff as the directing holder for the trusts in question. OnJanuary 11, 2019, the plaintiff dismissed with prejudice the declaratoryjudgment and injunction counts.  The New Complaint and related summons wasnot served on the defendants until July 13, 2018 and July 16, 2018.  Theplaintiff’s motion for a preliminary injunction was denied by the court on July31, 2018.  On August 3, 2018, the defendants, including CWCAM, filed amotion to dismiss the New Complaint in its entirety. On August 20, 2019, thecourt entered an order granting defendants’ motion almost in its entirety,dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts.  Of the remaining counts, 2 are asserted against CWCAM for aidingand abetting breach of fiduciary duty and unjust enrichment.  On September19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to theAugust 20, 2019 dismissal order and on September 26, 2019, filed an amendedcomplaint against CWCI and CWCAM attempting to address deficiencies relating tocertain of the claims dismissed by the August, 20, 2019 order.  CWCI andCWCAM filed its Motion to Dismiss the amended complaint on October 28,2019.  The court heard argument on the Motion to Dismiss the amendedcomplaint on January 22, 2020 and on October 23, 2020, the court granted themotion dismissing the amended claims.  On November 30, 2020, CWCapitalCobalt Vr Ltd filed a notice of appeal relating to the October 23, 2020dismissal order.  On April 27, 2021, the First Department affirmed thedismissal as to claims against CWCAM that were part of the August 20, 2019dismissal, but reversed the dismissal of two counts for breach of theCollateral Management Agreement against CWCI.  CWCI has sought leave tofile an appeal of the decision.  Both requests for leave were denied bythe First Department.  The plaintiff has also sought leave to appeal thedismissal of the claims against CWCAM.  CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith and the remaining allegations in the New Complaint are withoutmerit.  

 

OnJanuary 24, 2016 PSW NYC LLC commenced a complaint (the “PSW Complaint”) withthe Supreme Court of the State of New York, County of New York (the “PSWCourt”) against Bank of America, N.A. as trustee under the pooling andservicing agreements for Wachovia Bank Commercial Mortgage Trust 2007-C30 andCOBALT CMBS Commercial Trust 2007-C2, U.S. Bank National Association as trusteeunder the pooling and servicing agreements for Wachovia Bank CommercialMortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust 2007-5 and ML-CFCCommercial Mortgage Trust 2007-6 (collectively, the “PSW Trusts”), PCV-MHoldings LLC and CWCapital Asset Management LLC, individually and as specialservicer for the PSW Trusts (collectively, the “Defendants”) seeking either (a)damages in an amount to be determined by the PSW Court but alleged by theplaintiffs to be approximately $500,000,000 – such amount being the amount PSWNYC LLC alleges would have been recovered on certain mezzanine loans (the“PCVST Mezzanine Loans”) related to the Peter Cooper Village and StuyvesantTown property (the “PCVST Property”) in New York City which PSW NYC LLC sold toan entity related to the Defendants pursuant to a settlement agreement relatedto certain prior litigation (the “2010 Settlement Agreement”) or (b) therescission of the 2010 Settlement Agreement which would result in, among otherthings, the rescission of the sale of the PCVST Mezzanine Loans and a claim forcertain proceeds from the sale of the PCVST Property. PSW NYC LLC alleges thatthe Defendants procured the 2010 Settlement Agreement by fraud and further thatthe terms of the 2010 Settlement Agreement were breached by the Defendants. OnFebruary 26, 2016, CWCAM on behalf of itself and the other Defendants filed amotion to dismiss the PSW Complaint (the “CWCAM Motion to Dismiss”). On April11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismiss and cross-moved for apartial summary judgment on liability regarding allegations of breach of the2010 Settlement Agreement (the “PSW Cross-Motion”). On May 5, 2016, the Defendantssubsequently filed its reply and opposition to the PSW Cross-Motion. On August23, 2016, oral arguments were provided to the PSW Court regarding the PSWComplaint, the CWCAM Motion to Dismiss and the PSW Cross-Motion and the PSWCourt took such arguments under advisement. On October 31, 2016, the PSW Courtissued an order granting the CWCAM Motion to Dismiss, denying the PSWCross-Motion and dismissing the PSW Complaint with prejudice. Subsequently, PSWNYC LLC filed a notice of appeal relating to such order. On February 21, 2017,PSW NYC LLC filed its appeal and supporting brief arguing that the PSW Courterred by finding no breach of the assignment agreement and no fraudulentinducement. Oral argument was heard on May 4, 2017 at which point the courttook the arguments under advisement. On May 25, 2017, the New York 1stDepartment appellate court affirmed the dismissal of all PSW claims and denieda request for leave to appeal to the New York Court of Appeals on September 12,2017.  

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”)commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State ofNew York, County of New York (the “RAIT Court”), claiming it owns $18,500,000of a mortgage loan secured by the development of the One Congress StreetProperty in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratoryjudgment stating that RAIT Preferred Funding is the directing lender under aco-lender agreement dated March 28, 2007 and a pooling and servicing agreementdated March 1, 2007 (collectively, the “Operative Agreements”) and was thedirecting lender at the time of the improper modification of the Loan, (b) adeclaratory judgment stating that RAIT Preferred Funding has the right toterminate the special servicer, (c) monetary damages for the value of the bondsand fees paid to CWCAM as the special servicer of the Loan and (d) otherthings.  On May 17, 2016, CWCAM filed a motion to dismiss the RAITComplaint (“Motion to Dismiss”) stating that the RAIT Complaint did not state aclaim and the essential facts of the RAIT Complaint are negated by affidavitsand evidentiary materials submitted with the RAIT Complaint.  On June 14,2016, RAIT Preferred Funding filed a Memorandum of Law in Opposition to theMotion to Dismiss (“Opposition”) stating that the claims in the RAIT Complaintwere properly stated.  On June 30, 2016, CWCAM filed a reply in support ofthe Motion to Dismiss and in response to the Opposition, stating that each ofCWCAM’s arguments is supported by the express language of the agreementsbetween the parties, the documentary evidence and New York case law.  OnSeptember 30, 2016, RAIT Preferred Funding and CWCAM entered into aconfidential Settlement Agreement (the “2016 Settlement”), which provides for astay of the RAIT Preferred Funding litigation (the “Litigation Stay”) throughAugust 25, 2017.  Pursuant to the terms of the 2016 Settlement, uponsatisfaction of a term of the 2016 Settlement by August 25, 2017 (or such laterdate agreed to by the parties), the RAIT Preferred Funding litigation will bedismissed, with prejudice.  On May 19, 2017 the Borrower repaid the Loanin accordance with the terms of the notes and satisfied the condition todismissal with prejudice.  RAIT has refused to dismiss the case and isclaiming that the B Note should be paid in full.  CWCAM believes that ithas performed its obligations under the Operative Agreements in good faith, andthat the action should be dismissed with prejudice.  On August 29, 2017, theRAIT Court granted leave to RAIT Preferred Funding to amend itscomplaint.  On September 20, 2017, RAIT Preferred Funding filed an AmendedComplaint (the “RAIT Amended Complaint”), which omits its original claims, addsWells Fargo Bank as a defendant, and seeks (a) specific performance requiringrepayment of the $18,500,000 principal amount of the B Note or, in thealternative, monetary damages, including the $18,500,000 principal amount ofthe B Note, in an amount to be determined at trial, (b) monetary damages on anyfees paid to CWCAM as special servicer or Wells Fargo Bank as master servicerin connection with the borrower’s repayment of the Loan, (c) a declaratoryjudgment that RAIT Preferred Funding is entitled to recover the full$18,500,000 principal amount of the B Note, (d) punitive damages against CWCAM,and (e) other things.  On October 11, 2017, CWCAM filed a motion todismiss the RAIT Amended Complaint (“CWCAM Motion to Dismiss AmendedComplaint”) stating that the RAIT Amended Complaint did not state a claim andthe essential facts of the RAIT Amended Complaint are negated by the OperativeAgreements and other admissible evidentiary materials.  On November 13,2017, Wells Fargo Bank filed a motion to dismiss the RAIT Amended Complaint (the“Wells Fargo Motion to Dismiss Amended Complaint”) and joined the CWCAM Motionto Dismiss Amended Complaint.  On January 29, 2018, the court dismissedall claims but for breach of contract and discovery has commenced.  CWCAMfiled a Motion for Summary Judgement on March 18, 2019.   This matterwas settled and the case dismissed on May 15, 2019. 

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(5) filing dated January 29, 2015.

 

**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 January 1,2015, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,CWCapital Asset Management LLC, as special servicer, Park Bridge LenderServices LLC, as trust advisor, and Wells Fargo Bank, National Association, astrustee, custodian, certificate administrator, certificate registrar andauthenticating agent (filed as Exhibit 4.1 to the registrant's Current Reporton Form 8-K/A filed on June 10, 2015 under SEC File No. 333-180779-13 andincorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of December1, 2014, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, CWCapital Asset Management LLC, asspecial servicer, Park Bridge Lender Services LLC, as trust advisor, WilmingtonTrust, as trustee, and Wells Fargo Bank, National Association, as custodian,certificate administrator, certificate registrar and authenticating agent,relating to the MSBAM 2014-C19 securitization transaction, pursuant to whichthe Linc LIC Mortgage Loan and the One & Only Ocean Club Mortgage Loan areserviced (filed as Exhibit 99.4 to the registrant's Current Report on Form8-K/A filed on June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby 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, asCertificate Administrator

 

33.2 ComputershareTrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator (from 11/1/21 to 12/31/21)

 

33.3 Wells Fargo Bank, National Association, asCustodian

 

33.4 ComputershareTrustCompany, National Association, as Servicing Function Participant for theCustodian (from 11/1/21 to 12/31/21)

 

33.5 Midland Loan Services, a Division of PNCBank, National Association, as Master Servicer

 

33.6 Rialto Capital Advisors, LLC, as SpecialServicer

 

33.7 Park Bridge Lender Services LLC, as OperatingAdvisor

 

33.8 Wells Fargo Bank, National Association, asMaster Servicer under the MSBAM 2014-C19 securitization, pursuant to which the followingmortgage loans were serviced by such party: Linc LIC (from 1/1/21 to 12/31/21)and One & Only Ocean Club (from 1/1/21 to 12/31/21)

 

33.9 CoreLogic Solutions, LLC, as ServicingFunction Participant under the MSBAM 2014-C19 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Linc LIC (from 1/1/21to 12/31/21) and One & Only Ocean Club (from 1/1/21 to 12/31/21)

 

33.10 Rialto Capital Advisors, LLC, as SpecialServicer under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Only Ocean Club(from 1/1/21 to 12/31/21) (see Exhibit 33.6)

 

33.11 Wells Fargo Bank, National Association, asCustodian under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/21 to12/31/21) and One & Only Ocean Club (from 1/1/21 to 12/31/21) (see Exhibit33.3)

 

33.12 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the MSBAM 2014-C19securitization, pursuant to which the following mortgage loans were serviced bysuch party: Linc LIC (from 11/1/21 to 12/31/21) and One & Only Ocean Club(from 11/1/21 to 12/31/21) (see Exhibit 33.4)

 

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

 

34.1 Wells Fargo Bank, National Association, asCertificate Administrator

 

34.2 ComputershareTrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator (from 11/1/21 to 12/31/21)

 

34.3 Wells Fargo Bank, National Association, asCustodian

 

34.4 ComputershareTrustCompany, National Association, as Servicing Function Participant for theCustodian (from 11/1/21 to 12/31/21)

 

34.5 Midland Loan Services, a Division of PNCBank, National Association, as Master Servicer

 

34.6 Rialto Capital Advisors, LLC, as SpecialServicer

 

34.7 Park Bridge Lender Services LLC, as OperatingAdvisor

 

34.8 Wells Fargo Bank, National Association, asMaster Servicer under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/21 to12/31/21) and One & Only Ocean Club (from 1/1/21 to 12/31/21)

 

34.9 CoreLogic Solutions, LLC, as ServicingFunction Participant under the MSBAM 2014-C19 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Linc LIC (from 1/1/21to 12/31/21) and One & Only Ocean Club (from 1/1/21 to 12/31/21)

 

34.10 Rialto Capital Advisors, LLC, as SpecialServicer under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Only Ocean Club(from 1/1/21 to 12/31/21) (see Exhibit 34.6)

 

34.11 Wells Fargo Bank, National Association, asCustodian under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/21 to12/31/21) and One & Only Ocean Club (from 1/1/21 to 12/31/21) (see Exhibit34.3)

 

34.12 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the MSBAM 2014-C19securitization, pursuant to which the following mortgage loans were serviced bysuch party: Linc LIC (from 11/1/21 to 12/31/21) and One & Only Ocean Club(from 11/1/21 to 12/31/21) (see Exhibit 34.4)

 

(35). Servicercompliance statement.

 

35.1 Wells Fargo Bank, National Association, asCertificate Administrator

 

35.2 ComputershareTrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator (from 11/1/21 to 12/31/21)

 

35.3 Wells Fargo Bank, National Association, asCustodian

 

35.4 ComputershareTrustCompany, National Association, as Servicing Function Participant for theCustodian (from 11/1/21 to 12/31/21)

 

35.5 Midland Loan Services, a Division of PNCBank, National Association, as Master Servicer

 

35.6 Rialto Capital Advisors, LLC, as SpecialServicer

 

35.7 Rialto Capital Advisors, LLC, as SpecialServicer under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: One & Only Ocean Club(from 1/1/21 to 12/31/21) (see Exhibit 35.6)

 

35.8 Wells Fargo Bank, National Association, asCustodian under the MSBAM 2014-C19 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Linc LIC (from 1/1/21 to12/31/21) and One & Only Ocean Club (from 1/1/21 to 12/31/21) (see Exhibit35.3)

 

35.9 Computershare Trust Company, NationalAssociation, as Servicing Function Participant under the MSBAM 2014-C19securitization, pursuant to which the following mortgage loans were serviced bysuch party: Linc LIC (from 11/1/21 to 12/31/21) and One & Only Ocean Club(from 11/1/21 to 12/31/21) (see Exhibit 35.4)

 

(99.1)Mortgage Loan Purchase Agreement, dated January 23,2015, 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/A filed on June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated January 23,2015, 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/A filed on June 10, 2015 under SEC File No. 333-180779-13 and incorporatedby reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated January 23,2015, between Morgan Stanley Capital I Inc. and CIBC Inc. (filed as Exhibit99.3 to the registrant's Current Report on Form 8-K/A filed on June 10, 2015under SEC File No. 333-180779-13 and incorporated by reference herein).

 

(99.4)SecondAmended and Restated Servicing Agreement, effective as of October 31, 2021, betweenWells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., ComputershareTrust Company, National Association, Computershare Delaware Trust Company andComputershare Limited (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on November 5, 2021 under SEC File No. 333-180779-13 andincorporated by reference herein).

 

(b)See (a) above.

 

(c) Notapplicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2022