**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, 2016 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** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐3952109** |
|                                                                | **38‐3952110** |
|                                                                | **38‐7127950** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

  NONE.

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

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, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer, or a smaller reporting company. Seethe definitions of "large accelerated filer", "acceleratedfiler" and "smaller reporting company" in Rule 12b-2 of theExchange Act.

 

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

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

TheMSBAM 2015-C21 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):• the Discovery Business Center mortgage loan, which is serviced pursuantto the MSBAM 2014-C20 pooling and servicing agreement attached hereto asExhibit 4.2.

 

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

 

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

 

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

 

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

 

•Midland Loan Services, a Division of PNC Bank, National Association is themaster servicer under the MSBAM 2015-C20 pooling and servicing agreement,pursuant to which the Discovery Business Center mortgage loan is serviced.Because Midland Loan Services is not the MSBAM 2015-C21 master servicer, is notaffiliated with any sponsor and services only the Discovery Business Centermortgage loan, which constitutes more than 5% but less than 10% of the mortgagepool, Midland Loan Services, as MSBAM 2015-C20 master servicer constitutes areporting “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 ofRegulation AB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:• KeyBank National Association, as master servicer, engaged the servicesof Trimont Real Estate Advisors, Inc., as a sub-servicer in respect of 10.09%of the mortgage pool and NorthMarq Capital Inc. as a servicing functionparticipant in respect of 5.79% 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) 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 disclosed in the prospectus of the issuing entity filed in a 424(b)(5)filing dated February 26, 2015, and other than as follows:

 

OnJune 18, 2014, a group of institutional investors filed a civil complaint inthe Supreme Court of the State of New York, New York County, against WellsFargo Bank, N.A. (“Wells Fargo Bank”), in its capacity as trusteeunder 276 residential mortgage backed securities (“RMBS”) trusts,which was later amended on July 18, 2014, to increase the number of trusts to284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion tovoluntarily dismiss the state court action without prejudice. That same day, agroup of institutional investors filed a putative class action complaint in theUnited States District Court for the Southern District of New York (the“District Court”) against Wells Fargo Bank, alleging claims againstthe bank in its capacity as trustee for 274 RMBS trusts (the “FederalCourt Complaint”). In December 2014, the plaintiffs’ motion tovoluntarily dismiss their original state court action was granted. As with theprior state court action, the Federal Court Complaint is one of six similarcomplaints filed contemporaneously against RMBS trustees (Deutsche Bank,Citibank, HSBC, Bank of New York Mellon and US Bank) by a group ofinstitutional investor plaintiffs. The Federal Court Complaint against WellsFargo Bank alleges that the trustee caused losses to investors and assertscauses of action based upon, among other things, the trustee's alleged failureto: (i) notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought includes money damages in anunspecified amount, reimbursement of expenses, and equitable relief. Othercases alleging similar causes of action have been filed against Wells FargoBank and other trustees in the District Court by RMBS investors in these andother transactions, and these cases against Wells Fargo Bank are proceedingbefore the same District Court judge. A similar complaint was also filed May27, 2016 in New York state court by a different plaintiff investor. On January19, 2016, an order was entered in connection with the Federal Court Complaintin which the District Court declined to exercise jurisdiction over 261 trustsat issue in the Federal Court Complaint; the District Court also allowedplaintiffs to file amended complaints as to the remaining, non-dismissedtrusts, if they so chose, and three amended complaints have been filed. OnDecember 17, 2016, the investor plaintiffs in the 261 trusts dismissed from theFederal Court Complaint filed a new complaint in New York state court (the“State Court Complaint”). Motions to dismiss all of the actions arepending except for the recently filed State Court Complaint. There can be noassurances as to the outcome of the litigations, or the possible impact of thelitigations on the trustee or the RMBS trusts. However, Wells Fargo Bank deniesliability and believes that it has performed its obligations under the RMBStrusts in good faith, that its actions were not the cause of any losses toinvestors, and that it has meritorious defenses, and it intends to contest theplaintiffs’ claims vigorously.

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”)filed suit in the Supreme Court of New York, County of New York, againstKeyBank National Association and Berkadia Commercial Mortgage LLC(collectively, the “CIBC18 Servicers”). The suit was filed derivativelyon behalf of the CIBC18 Trust. The action was brought in connection with theCIBC18 Servicers’ determination of the fair value of a loan, secured bythe Bryant Park Hotel in New York City, held by the CIBC18 Trust and sold to anassignee of the CIBC18 Trust’s directing certificateholder, pursuant toan exercise of the fair value option set forth in the pooling and servicingagreement governing the trust. There can be no assurances as to the outcome ofthe action or the possible impact of the litigation on the CIBC18 Servicers.Both CIBC18 Servicers deny liability, believe that they performed theirobligations in accordance with the terms of the pooling and servicing agreementapplicable to the CIBC18 Trust, and have contested the claims asserted againstthem, filing a motion to dismiss the case. On November 28, 2016, the motion todismiss was granted. The plaintiff certificateholder has filed a notice ofappeal, and the appeal is pending.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the“Minnesota Court”) for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million(“Disputed Proceeds”) received by CWCAM as compensation inconnection with the sale of the Peter Cooper Village and Stuyvesant Townproperty in New York, New York (the “Stuyvesant Town Property”)securing loans held by those trusts. CWCAM was the special servicer of theStuyvesant Town Property. The petition requests the Minnesota Court to instructthe trustee, the trust beneficiaries, and any other interested parties as tothe amount 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, CWCAMmade a limited appearance with the Minnesota Court to file a motion to dismissthis proceeding based on lack of jurisdiction, mootness, standing and forum nonconveniens. The action has been removed to federal court in Minnesota (the“Federal Court”). On October 21, 2016, the Federal Court held ahearing on the motion to transfer the action to New York, a motion to remand tothe state court in New York and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. There can be no assurances as to theoutcome of the motions or the proceeding or the possible impact on CWCAM.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.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT PreferredFunding”) commenced a complaint (“RAIT Complaint”) with theSupreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street property in Boston, Massachusetts (the“One Congress Street Loan”) and seeking (a) a declaratory judgmentstating that RAIT Preferred Funding is the directing lender under a co-lenderagreement dated March 28, 2007 and a pooling and servicing agreement datedMarch 1, 2007 (collectively, the “Operative Agreements”) and wasthe directing lender at the time of the improper modification of the One CongressStreet Loan (the “Modification”), (b) a declaratory judgmentstating that RAIT Preferred Funding has the right to terminate the specialservicer, (c) monetary damages for the value of the bonds and fees paid toCWCAM as the special servicer of the One Congress Street Loan and (d) otherthings. On May 17, 2016, CWCAM filed a motion to dismiss the RAIT Complaint(the “OCS Motion to Dismiss”) stating that the RAIT Complaint didnot state a claim and the essential facts of the RAIT Complaint are negated byaffidavits and evidentiary materials submitted with the RAIT Complaint. On June14, 2016, RAIT Preferred Funding filed a memorandum of law in opposition to theOCS Motion to Dismiss (the “OCS Opposition”) stating that theclaims in the RAIT Complaint were properly stated. On June 30, 2016, CWCAMfiled a reply (the “OCS Reply”) in support of the OCS Motion toDismiss and in response to the OCS 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”), whichprovides for a stay of the RAIT Preferred Funding litigation (the “LitigationStay”) through August 25, 2017. Pursuant to the terms of the 2016Settlement, upon satisfaction of a term of the 2016 Settlement by August 25,2017 (or such later date agreed to by the parties), the RAIT Preferred Fundinglitigation will be dismissed, with prejudice. If the term is not satisfied,RAIT Preferred Funding will contact the RAIT Court to re-set oral argument onthe OCS Motion to Dismiss and other deadlines. The parties may jointly seek toextend the Litigation Stay, subject to RAIT Court approval. CWCAM believes thatit has performed its obligations under the Operative Agreements in good faith,and disputes RAIT Preferred Funding’s allegations and, should the matternot be resolved via this 2016 Settlement, it intends to vigorously contest suchallegations.

 

OnJanuary 24, 2016, PSW NYC LLC commenced a complaint (the “PSWComplaint”) with the Supreme Court of the State of New York, County ofNew York (the “PSW Court”) against Bank of America, N.A. as trusteeunder the pooling and servicing agreements for Wachovia Bank CommercialMortgage Trust 2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. BankNational Association as trustee under the pooling and servicing agreements forWachovia Bank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial MortgageTrust 2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the“PSW Trusts”), PCV-M Holdings LLC and CWCapital Asset ManagementLLC, individually and as special servicer for the PSW Trusts (collectively, the“Defendants”) seeking either (a) damages in an amount to bedetermined by the PSW Court but alleged by the plaintiffs to be approximately$500,000,000—such amount being the amount PSW NYC LLC alleges would havebeen recovered on certain mezzanine loans (the “PCVST Mezzanine Loans”)related to the Peter Cooper Village and Stuyvesant Town property (the“PCVST Property”) in New York City which PSW NYC LLC sold to anentity related to the Defendants pursuant to a settlement agreement related tocertain prior litigation (the “2010 Settlement Agreement”) or (b)the rescission of the 2010 Settlement Agreement which would result in, amongother things, the rescission of the sale of the PCVST Mezzanine Loans and aclaim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM on behalf of itself and the otherDefendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motionto Dismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion toDismiss and cross-moved for a partial summary judgment on liability regardingallegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”). On May 5, 2016, the Defendants subsequently filed itsreply and opposition to the PSW Cross-Motion. On August 23, 2016, oralarguments were provided to the PSW Court regarding the PSW Complaint, the CWCAMMotion to Dismiss, and the PSW Cross-Motion and the PSW Court took sucharguments under advisement. On October 31, 2016, the PSW Court issued an ordergranting the CWCAM Motion to Dismiss, denying the PSW Cross-Motion anddismissing the PSW Complaint with prejudice. Subsequently, PSW NYC LLC filed anotice of appeal relating to such order. On February 21, 2017, PSW NYC LLCfiled its appeal and supporting brief arguing that the PSW Court erred byfinding no breach of the assignment agreement and no fraudulent inducement.CWCAM intends to vigorously contest the appeal.

 

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

 

Theinformation regarding this Item has been disclosed in the prospectus of theissuing entity filed in a 424(b)(5) filing dated February 26, 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 February 1, 2015, between MorganStanley Capital I Inc., as depositor, KeyBank National Association, as masterservicer, LNR Partners, LLC, as special servicer, CWCapital Asset ManagementLLC, as excluded mortgage loan special servicer, Situs Holdings, LLC, as trustadvisor, and Wells Fargo Bank, National Association, as trustee, custodian,certificate administrator, certificate registrar and authenticating agent(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed onJune 19, 2015 under SEC File No. 333-180779-14 and incorporated by referenceherein).

 

(4.2)Pooling and Servicing Agreement, dated as of January 1, 2015, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, CWCapital Asset Management LLC,as special servicer, Park Bridge Lender Services LLC, as trust advisor, andWells Fargo Bank, National Association, as trustee, custodian, certificateadministrator, certificate registrar and authenticating agent, relating to theMSBAM 2015-C20 securitization transaction, pursuant to which the DiscoveryBusiness Center Mortgage Loan is serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K/A filed on June 19, 2015 under SEC FileNo. 333-180779-14 and incorporated by reference herein).

 

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

 

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

| 33.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Special Servicer                                                                                                                                                                                          |
| 33.8 Trimont Real Estate  Advisors, Inc., as Sub-Servicer                                                                                                                                                                                                   |
| 33.9 NorthMarq Capital Inc.,  as Servicing Function Participant                                                                                                                                                                                             |
| 33.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the MSBAM  2015-C20 securitization, pursuant to which the following mortgage loans were  serviced: Discovery Business Center (from 1/1/16 to 12/31/16) |
| 33.11 CWCapital Asset  Management LLC, as Special Servicer under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 33.7)                  |
| 33.12 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 33.2)                 |

 

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

| 34.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Special Servicer                                                                                                                                                                                          |
| 34.8 Trimont Real Estate  Advisors, Inc., as Sub-Servicer                                                                                                                                                                                                   |
| 34.9 NorthMarq Capital Inc.,  as Servicing Function Participant                                                                                                                                                                                             |
| 34.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans  were serviced: Discovery Business Center (from 1/1/16 to 12/31/16) |
| 34.11 CWCapital Asset  Management LLC, as Special Servicer under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 34.7)                  |
| 34.12 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 34.2)                 |

 

(35)Servicer compliance statement.

| 35.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Special Servicer                                                                                                                                                      |
| 35.7 Trimont Real Estate  Advisors, Inc., as Sub-Servicer                                                                                                                                                               |
| 35.8 CWCapital Asset Management  LLC, as Special Servicer under the MSBAM 2015-C20 securitization, pursuant to  which the following mortgage loans were serviced: Discovery Business Center  (from 1/1/16 to 12/31/16)  |
| 35.9 Wells Fargo Bank, National  Association, as Custodian under the MSBAM 2015-C20 securitization, pursuant  to which the following mortgage loans were serviced: Discovery Business  Center (from 1/1/16 to 12/31/16) |

 

(99.1)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filedas Exhibit 99.1 to the registrant's Current Report on Form 8-K/A filed on June19, 2015 under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and Bank of America, National Association (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K/A filed on June 19,2015 under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc., Starwood Mortgage Funding III LLC and Starwood MortgageCapital LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form8-K/A filed on June 19, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and CIBC Inc. (filed as Exhibit 99.4 to the registrant'sCurrent Report on Form 8-K/A filed on June 19, 2015 under SEC File No.333-180779-14 and incorporated by reference herein).

 

(99.5)Subservicing Agreement, dated as of February 1, 2015 between KeyBank NationalAssociation, as master servicer, and Berkadia Commercial Mortgage LLC, asprimary servicer (filed as Exhibit 99.5 to the registrant's Current Report onForm 8-K/A filed on June 19, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.6)Amended and Restated Subservicing Agreement, dated as of January 18, 2015between Berkadia Commercial Mortgage LLC and KeyBank National Association (assuccessor by merger to KeyCorp Real Estate Capital Markets, Inc.) (filed asExhibit 99.6 to the registrant's Current Report on Form 8-K/A filed on June 19,2015 under SEC File No. 333-180779-14 and incorporated 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/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date:March 30, 2017

 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of February 1, 2015, between MorganStanley Capital I Inc., as depositor, KeyBank National Association, as masterservicer, LNR Partners, LLC, as special servicer, CWCapital Asset ManagementLLC, as excluded mortgage loan special servicer, Situs Holdings, LLC, as trustadvisor, and Wells Fargo Bank, National Association, as trustee, custodian,certificate administrator, certificate registrar and authenticating agent(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed onJune 19, 2015 under SEC File No. 333-180779-14 and incorporated by referenceherein).

 

(4.2)Pooling and Servicing Agreement, dated as of January 1, 2015, between MorganStanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNCBank, National Association, as master servicer, CWCapital Asset Management LLC,as special servicer, Park Bridge Lender Services LLC, as trust advisor, andWells Fargo Bank, National Association, as trustee, custodian, certificateadministrator, certificate registrar and authenticating agent, relating to theMSBAM 2015-C20 securitization transaction, pursuant to which the DiscoveryBusiness Center Mortgage Loan is serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K/A filed on June 19, 2015 under SEC FileNo. 333-180779-14 and incorporated by reference herein).

 

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

 

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

| 33.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Special Servicer                                                                                                                                                                                          |
| 33.8 Trimont Real Estate  Advisors, Inc., as Sub-Servicer                                                                                                                                                                                                   |
| 33.9 NorthMarq Capital Inc.,  as Servicing Function Participant                                                                                                                                                                                             |
| 33.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans  were serviced: Discovery Business Center (from 1/1/16 to 12/31/16) |
| 33.11 CWCapital Asset  Management LLC, as Special Servicer under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 33.7)                  |
| 33.12 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 33.2)                 |

 

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

| 34.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Special Servicer                                                                                                                                                                                          |
| 34.8 Trimont Real Estate  Advisors, Inc., as Sub-Servicer                                                                                                                                                                                                   |
| 34.9 NorthMarq Capital Inc.,  as Servicing Function Participant                                                                                                                                                                                             |
| 34.10 Midland Loan Services,  a Division of PNC Bank, National Association, as Master Servicer under the  MSBAM 2015-C20 securitization, pursuant to which the following mortgage loans  were serviced: Discovery Business Center (from 1/1/16 to 12/31/16) |
| 34.11 CWCapital Asset  Management LLC, as Special Servicer under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 34.7)                  |
| 34.12 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) (see Exhibit 34.2)                 |

 

(35)Servicer compliance statement.

| 35.1 Wells Fargo Bank,   National Association, as Certificate Administrator                                                                                                                                             |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 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 Special Servicer                                                                                                                                                      |
| 35.7 Trimont Real Estate  Advisors, Inc., as Sub-Servicer                                                                                                                                                               |
| 35.8 CWCapital Asset  Management LLC, as Special Servicer under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16)  |
| 35.9 Wells Fargo Bank,  National Association, as Custodian under the MSBAM 2015-C20 securitization,  pursuant to which the following mortgage loans were serviced: Discovery  Business Center (from 1/1/16 to 12/31/16) |

 

(99.1)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filedas Exhibit 99.1 to the registrant's Current Report on Form 8-K/A filed on June19, 2015 under SEC File No. 333-180779-14 and incorporated by referenceherein).

 

(99.2)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and Bank of America, National Association (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K/A filed on June 19,2015 under SEC File No. 333-180779-14 and incorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc., Starwood Mortgage Funding III LLC and Starwood MortgageCapital LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form8-K/A filed on June 19, 2015 under SEC File No. 333-180779-14 and incorporatedby reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated February 13, 2015, between MorganStanley Capital I Inc. and CIBC Inc. (filed as Exhibit 99.4 to the registrant'sCurrent Report on Form 8-K/A filed on June 19, 2015 under SEC File No.333-180779-14 and incorporated by reference herein).

 

(99.5)Subservicing Agreement, dated as of February 1, 2015 between KeyBank NationalAssociation, as master servicer, and Berkadia Commercial Mortgage LLC, asprimary servicer (filed as Exhibit 99.5 to the registrant's Current Report onForm 8-K/A filed on June 19, 2015 under SEC File No. 333-180779-14 andincorporated by reference herein).

 

(99.6)Amended and Restated Subservicing Agreement, dated as of January 18, 2015between Berkadia Commercial Mortgage LLC and KeyBank National Association (assuccessor by merger to KeyCorp Real Estate Capital Markets, Inc.) (filed asExhibit 99.6 to the registrant's Current Report on Form 8-K/A filed on June 19,2015 under SEC File No. 333-180779-14 and incorporated by reference herein).