**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, 2019 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:333-180779-14**

 

**Central Index Key Number of the issuingentity:0001631406**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2015-C21**

**(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:0001682532**

 

**Starwood Mortgage Funding III LLC**

**(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**                                                        | **38‐3952108  38‐3952109  38‐3952110  38‐7127950** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(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 has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

 

   Not applicable.

 

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

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

Listhereunder the following documents if incorporated by reference and the Part of theForm 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-C21mortgage pool includes the following mortgage loans, each of which is servicedpursuant to a separate pooling and servicing agreement (each, an “OutsidePooling and Servicing Agreement”):• the Discovery Business Center mortgage loan, which is serviced pursuant tothe MSBAM 2014-C20 pooling and servicing agreement attached hereto as Exhibit4.2.

 

Except as set forthbelow, each of the parties to each pooling and servicing agreement listed inthe Exhibit Index both (1) participates in the servicing function for purposes ofItem 1122 of Regulation AB and (2) constitutes a servicer that meets thecriteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes ofItem 1123 of Regulation AB:

 

• The trustee under apooling and servicing agreement has a nominal role with respect to the mortgagepool securitized pursuant to such pooling and servicing agreement. Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreement failsto do so, while all other servicing functions are performed by other parties.The trustee under each of the pooling and servicing agreements listed in theExhibit Index has confirmed to the registrant that it has not made any suchcontingent advances during the reporting period, and consequently, each suchtrustee does not participate in the servicing function for purposes of Item1122 of Regulation AB, nor does it perform the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

• The certificateadministrator under a pooling and servicing agreement performs various paymentadministration functions solely for the securitization governed by such poolingand servicing agreement and the mortgage pool securitized pursuant to suchpooling and servicing agreement and does not have any obligations with respectto any other transaction. Consequently, the certificate administrator under anOutside Pooling and Servicing Agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, nor does it perform 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.

 

• The operatingadvisor under a pooling and servicing agreement represents the interests ofsenior certificateholders in the transaction governed by such pooling andservicing agreement and is responsible for monitoring the performance of thespecial servicer under such pooling and servicing agreement and producingcertain reports to certificateholders relating to the resolution of themortgage pool securitized pursuant to such pooling and servicing agreement. Theoperating 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.

 

• Midland LoanServices, a Division of PNC Bank, National Association is the master servicerunder the MSBAM 2015-C20 pooling and servicing agreement, pursuant to which theDiscovery Business Center mortgage loan is serviced. Because Midland LoanServices is not the MSBAM 2015-C21 master servicer, is not affiliated with anysponsor and services only the Discovery Business Center mortgage loan, whichconstitutes more than 5% but less than 10% of the mortgage pool, Midland LoanServices, as MSBAM 2015-C20 master servicer constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

• Rialto CapitalAdvisors, LLC is the current special servicer under the MSBAM 2014-C20 poolingand servicing agreement. In July 2018, CWCapital Asset Management LLC wasreplaced as special servicer under the MSBAM 2014-C20 pooling and servicingagreement and was succeeded by Rialto Capital Advisors, LLC. The DiscoveryBusiness Center mortgage loan is serviced pursuant to the MSBAM 2015-C20pooling and servicing agreement. Because Rialto Capital Advisors, LLC is notthe MSBAM 2015-C21 special servicer, is not affiliated with any sponsor andservices only the Discovery Business Center mortgage loan, which constitutesmore than 5% but less than 10% of the mortgage pool, Rialto Capital Advisors,LLC, as MSBAM 2015-C20 special servicer constitutes a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, as specifiedin the Instruction 3 to Item 1122, but does not constitute a reporting“servicer” for purposes of Item 1123 of Regulation AB, as specified in theInstruction to Item 1123.

 

In addition, each ofthe following parties engaged the services of certain servicing functionparticipants and sub-servicers for the reporting period, as set forth below:•KeyBank National Association, as master servicer, engaged the services ofBerkadia Commercial Mortgage LLC, as a sub-servicer in respect of the entiremortgage pool for the reporting period.

 

•KeyBank National Association, as master servicer, engaged theservices of Trimont Real Estate Advisors, Inc., as a sub-servicer in respect of10.47% of the mortgage pool and NorthMarq Capital, LLC, as a servicing functionparticipant in respect of 5.92% of the pool for the reporting period.

 

| **PART I**   |                            |
|-------------------|---------------------------------|
|              |                            |
| **Item 1.**  | **Business.**                   |
|              | Omitted.                        |
| **Item 1A.** | **Risk Factors.**          |
|              | Omitted.                        |
| **Item 1B.** | **Unresolved Staff  Comments.** |
|              | None.                           |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

| **PART II**  |                                                                                                                |
|-------------------|---------------------------------------------------------------------------------------------------------------------|
|              |                                                                                                                |
| **Item 5.**  | **Market for Registrant's  Common Equity, Related Stockholder Matters and Issuer Purchases of Equity  Securities.** |
|              | Omitted.                                                                                                            |
| **Item 6.**  | **Selected Financial Data.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 7.**  | **Management's Discussion  and Analysis of Financial Condition and Results of Operations.**                         |
|              | Omitted.                                                                                                            |
| **Item 7A.** | **Quantitative and  Qualitative Disclosures About Market Risk.**                                                    |
|              | Omitted.                                                                                                            |
| **Item 8.**  | **Financial Statements and  Supplementary Data.**                                                                   |
|              | Omitted.                                                                                                            |
| **Item 9.**  | **Changes in and  Disagreements With Accountants on Accounting and Financial Disclosure.**                          |
|              | Omitted.                                                                                                            |
| **Item 9A.** | **Controls and Procedures.**                                                                                        |
|              | Omitted.                                                                                                            |
| **Item 9B.** | **Other Information.**                                                                                         |
|              | None.                                                                                                               |
|              |                                                                                                                |   |

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

** **

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as disclosed in the prospectus of the issuing entity filed in a424(b)(5) filing dated February 26, 2015, and other than as follows:

 

Beginningon June 18, 2014, a group of institutional investors filed civil complaints inthe Supreme Court of the State of New York, New York County, and later the U.S.District Court for the Southern District of New York, against Wells Fargo Bank,N.A., (“Wells Fargo Bank”) in its capacity as trustee for certain residentialmortgage backed securities (“RMBS”) trusts. The complaints against Wells FargoBank alleged that the trustee caused losses to investors and asserted causes ofaction based upon, among other things, the trustee's alleged failure to: (i)notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought included money damages in anunspecified amount, reimbursement of expenses, and equitable relief. InNovember 2018, Wells Fargo Bank reached an agreement, in which it denied anywrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trustsat issue. On May 6, 2019, the court entered an order approving the settlementagreement. Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning severalRMBS trusts in New York federal and state court are not covered by the agreement.With respect to such litigations, Wells Fargo Bank believes plaintiffs' claimsare without merit and intends to contest the claims vigorously, but there canbe no assurances as to the outcome of the litigations or the possible impact ofthe litigations on Wells Fargo Bank or the RMBS trusts.

 

On December 17, 2015, U.S. Bank National Association,the trustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million (“DisputedProceeds”) received by CWCAM in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York securing loans heldby those trusts. CWCAM was the special servicer of such property. The petitionrequests the State Court to instruct the trustee, the trust beneficiaries, andany other interested parties as to the amount of the Disputed Proceeds, if any,that constitute penalty interest and/or the amount of the Disputed Proceeds, ifany, that constitute gain-on-sale proceeds, with respect to each trust. OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens. On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”). On October 21, 2016, the Federal Courtheld 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 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 to the proceedingare engaging in dispositive motion practice. There can be no assurances as topossible impact on CWCAM of these rulings and the transfer to the SDNY Court.However, CWCAM believes that it has performed its obligations under the relatedpooling and servicing agreements in good faith, and that the Disputed Proceedswere properly allocated to CWCAM as penalty interest, and it intends tovigorously contest any claim that such Disputed Proceeds were improperlyallocated as penalty interest.

 

On March 31, 2016, RAIT Preferred Funding II LTD.(“RAIT Preferred Funding”) commenced a complaint (“RAIT Complaint”) with theSupreme Court of the State of New York, County of New York (the “RAIT Court”),claiming it owns $18,500,000 of a mortgage loan secured by the development ofthe One Congress Street Property in Boston, Massachusetts (the “Loan”) andseeking (a) a declaratory judgment stating that RAIT Preferred Funding is thedirecting lender under a co-lender agreement dated March 28, 2007 and a poolingand servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating that theRAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”) statingthat the claims in the RAIT Complaint were properly stated.  On June 30,2016, CWCAM filed a reply in support of the Motion to Dismiss and in responseto the Opposition, stating that each of CWCAM’s arguments is supported by theexpress language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT Preferred Fundingand CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017.  Pursuant tothe terms of the 2016 Settlement, upon satisfaction of a term of the 2016Settlement by August 25, 2017 (or such later date agreed to by the parties),the RAIT Preferred Funding litigation will be dismissed, with prejudice. On May 19, 2017 the Borrower repaid the Loan in accordance with the terms ofthe notes and satisfied the condition to dismissal with prejudice.  RAIThas refused to dismiss the case and is claiming that the B Note should be paidin full.  CWCAM believes that it has performed its obligations under theOperative Agreements in good faith, and that the action should be dismissedwith prejudice.  On August 29, 2017, the RAIT Court granted leave to RAITPreferred Funding to amend its complaint.  On September 20, 2017, RAITPreferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”),which omits its original claims, adds Wells Fargo Bank as a defendant, andseeks (a) specific performance requiring repayment of the $18,500,000 principalamount of the B Note or, in the alternative, monetary damages, including the $18,500,000principal amount of the B Note, in an amount to be determined at trial, (b)monetary damages on any fees paid to CWCAM as special servicer or Wells FargoBank as master servicer in connection with the borrower’s repayment of theLoan, (c) a declaratory judgment that RAIT Preferred Funding is entitled torecover the full $18,500,000 principal amount of the B Note, (d) punitivedamages against CWCAM, and (e) other things.  On October 11, 2017, CWCAMfiled a motion to dismiss the RAIT Amended Complaint (“CWCAM Motion to DismissAmended Complaint”) stating that the RAIT Amended Complaint did not state aclaim and the essential facts of the RAIT Amended Complaint are negated by theOperative Agreements and other admissible evidentiary materials.  On November13, 2017, Wells Fargo Bank filed a motion to dismiss the RAIT Amended Complaint(the “Wells Fargo Motion to Dismiss Amended Complaint”) and joined the CWCAMMotion to Dismiss Amended Complaint.  On January 29, 2018, the courtdismissed all claims but for breach of contract and discovery hascommenced.  CWCAM filed a Motion for Summary Judgement on March 18,2019.  This matter was settled and the case dismissed on May 15, 2019.

 

On December1, 2017, a complaint against CWCAM and others was filed in the United StatesDistrict Court for the Southern District of New York styled as CWCapital CobaltVr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the “OriginalComplaint”). The gravamen of the Original Complaint alleged breaches of acontract and fiduciary duties by CWCAM’s affiliate, CWCapital Investments LLCin its capacity as collateral manager for the collateralized debt obligationtransaction involving CWCapital Cobalt Vr, Ltd. In total, there are 14 countspled in the Original Complaint. Of those 14, 5 claims were asserted againstCWCAM for aiding and abetting breach of fiduciary duty, conversion and unjustenrichment. On May 23, 2018, the Original Complaint was dismissed for lack ofsubject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York,County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital InvestmentsLLC, et al., Index No. 653277/2018 (the “New Complaint”). The gravamen of theNew Complaint is the same as the previous complaint filed in the United StateDistrict Court for the Southern District of New York. In total there are 16counts pled in the New Complaint. Of those 16 counts, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment, 1 count seeks a declaratory judgement that the plaintiff hasthe right to enforce the contracts in question and 1 count seeks an injunctionrequiring the defendants to recognize the plaintiff as the directing holder forthe trusts in question. On January 11, 2019, the plaintiff dismissed withprejudice the declaratory judgment and injunction counts. The New Complaint andrelated summons was not served on the defendants until July 13, 2018 and July16, 2018. The plaintiff’s motion for a preliminary injunction was denied by thecourt 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’ motion almost in itsentirety, dismissing 11 of the 16 counts and partially dismissing 2 additionalcounts. Of the remaining counts, 2 are asserted against CWCAM for aiding andabetting breach of fiduciary duty and unjust enrichment. On September 19, 2019,CWCapital Cobalt Vr Ltd. filed a notice of appeal relating to the August 20,2019 dismissal order and on September 26, 2019, filed an amended complaintagainst CWCI and CWCAM attempting to address deficiencies relating to certainof the claims dismissed by the August, 20, 2019 order. CWCI and CWCAM filed itsMotion to Dismiss the amended complaint on October 28, 2019. CWCAM believesthat it has performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit. CWCAM intends to vigorously contest each of the remainingclaims.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(5) filing dated February 26,2015, on November 30, 2018, Rialto Capital Advisors, LLC (“RCA”), the specialservicer under the MSBAM 2015-C20 securitization, pursuant to which theDiscovery Business Center mortgage loan is serviced, was acquired by investmentfunds managed by Stone Point Capital LLC, in partnership with the managementteam of RCA's affiliates. Situs Holdings, LLC, the operating advisor under theMSBAM 2015-C21 pooling and servicing agreement, is a wholly owned subsidiary ofan affiliated entity of Stone Point Capital LLC.  

 

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

 

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

 

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

 

MaterialInstance of Noncompliance

 

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

 

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

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland’s Schedule AL reporting process was enhanced inApril of 2019, however, the process remained manual throughout the 2019calendar year and additional errors during such year were identified during therelated audit. Following identification, Midland made staffing changes and additionalimprovements to its processes and procedures to support its Schedule ALreporting obligations and expects to move to an automated solution for thisprocess.

 

**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 February1, 2015, between Morgan Stanley Capital I Inc., as depositor, KeyBank NationalAssociation, as master servicer, LNR Partners, LLC, as special servicer,CWCapital Asset Management LLC, as excluded mortgage loan special servicer,Situs Holdings, LLC, as trust advisor, and Wells Fargo Bank, NationalAssociation, as trustee, custodian, certificate administrator, certificateregistrar and authenticating agent (filed as Exhibit 4.1 to the registrant'sCurrent Report on Form 8-K/A filed on June 22, 2015 under SEC File No.333-180779-14 and incorporated by reference herein).

 

(4.2)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, relating to the MSBAM 2015-C20 securitizationtransaction, pursuant to which the Discovery Business Center Mortgage Loan isserviced (filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K/Afiled on June 22, 2015 under SEC File No. 333-180779-14 and incorporated byreference herein).

 

(31)  Rule 13a-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  Wells Fargo Bank, National Association, as Custodian

 

33.3  KeyBank National Association, as Master Servicer

 

33.4  LNR Partners, LLC, as Special Servicer

 

33.5  Situs Holdings, LLC, as Operating Advisor

 

33.6  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

33.7  CWCapital Asset Management LLC, as Excluded SpecialServicer

 

33.8  Trimont Real Estate Advisors, Inc., as Sub-Servicer

 

33.9  NorthMarq Capital, LLC, as Servicing FunctionParticipant

 

33.10  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced bysuch party: Discovery Business Center (from 1/1/19 to 12/31/19)

 

33.11  Rialto Capital Advisers, LLC, as Special Servicerunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: Discovery Business Center (from1/1/19 to 12/31/19)

 

33.12  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: Discovery Business Center (from 1/1/19to 12/31/19) (see Exhibit 33.2)

 

(34). Attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities.

 

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2  Wells Fargo Bank, National Association, as Custodian

 

34.3  KeyBank National Association, as Master Servicer

 

34.4  LNR Partners, LLC, as Special Servicer

 

34.5  Situs Holdings, LLC, as Operating Advisor

 

34.6  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

34.7  CWCapital Asset Management LLC, as Excluded SpecialServicer

 

34.8  Trimont Real Estate Advisors, Inc., as Sub-Servicer

 

34.9  NorthMarq Capital, LLC, as Servicing Function Participant

 

34.10  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSBAM 2015-C20securitization, pursuant to which the following mortgage loans were serviced bysuch party: Discovery Business Center (from 1/1/19 to 12/31/19)

 

34.11  Rialto Capital Advisers, LLC, as Special Servicerunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: Discovery Business Center (from1/1/19 to 12/31/19)

 

34.12  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: Discovery Business Center (from1/1/19 to 12/31/19) (see Exhibit 34.2)

 

(35). Servicer compliance statement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2  Wells Fargo Bank, National Association, as Custodian

 

35.3  KeyBank National Association, as Master Servicer

 

35.4  LNR Partners, LLC, as Special Servicer

 

35.5  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

35.6  CWCapital Asset Management LLC, as Excluded SpecialServicer

 

35.7  Trimont Real Estate Advisors, Inc., as Sub-Servicer

 

35.8  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2015-C20 securitization, pursuant to which the followingmortgage loans were serviced by such party: Discovery Business Center (from1/1/19 to 12/31/19) (see Exhibit 35.2)

 

(99.1)Mortgage Loan Purchase Agreement, dated February 13,2015, 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 22, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated February 13,2015, 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 22, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated February 13,2015, between Morgan Stanley Capital I Inc., Starwood Mortgage Funding III LLCand Starwood Mortgage Capital LLC (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K/A filed on June 22, 2015 under SEC File No.333-180779-14 and incorporated by reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated February 13,2015, between Morgan Stanley Capital I Inc. and CIBC Inc. (filed as Exhibit99.4 to the registrant's Current Report on Form 8-K/A filed on June 22, 2015under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.5)Subservicing Agreement, dated as of February 1, 2015between KeyBank National Association, as master servicer, and BerkadiaCommercial Mortgage LLC, as primary servicer (filed as Exhibit 99.5 to theregistrant's Current Report on Form 8-K/A filed on June 22, 2015 under SEC FileNo. 333-180779-14 and incorporated by reference herein).

 

(99.6)Amended and Restated Subservicing Agreement, dated asof January 18, 2015 between Berkadia Commercial Mortgage LLC and KeyBankNational Association (as successor by merger to KeyCorp Real Estate CapitalMarkets, Inc.) (filed as Exhibit 99.6 to the registrant's Current Report onForm 8-K/A filed on June 22, 2015 under SEC File No. 333-180779-14 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 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, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2020