**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, 2022OR**

**//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 hassubmitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).

 

   Not applicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

Indicateby check mark whether the registrant has filed a report on and attestation toits management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.

 

 Not applicable.

 

Ifsecurities are registered pursuant to Section 12(b) of the Act, indicate bycheck mark whether the financial statements of the

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

 

Notapplicable.

 

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

 

Notapplicable.

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The 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 2015-C20 pooling and servicing agreement attached hereto as Exhibit 4.2.

 

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 purposesof Item 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 agreementfails to do so, while all other servicing functions are performed by otherparties. The trustee under each of the pooling and servicing agreements listedin the Exhibit Index has confirmed to the registrant that it has not made anysuch contingent advances during the reporting period, and consequently, eachsuch trustee does not participate in the servicing function for purposes ofItem 1122 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 such poolingand servicing agreement and does not have any obligations with respect to anyother transaction. Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

• The 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 2015-C20 poolingand servicing agreement. In July 2018, CWCapital Asset Management LLC wasreplaced as special servicer under the MSBAM 2015-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.

 

• Mount Street US(Georgia) LLP is the current special servicer under the MSBAM 2015-C21 poolingand servicing agreement. On August 16, 2021, LNR Partners, LLC and CWCapitalAsset Management LLC were replaced as general special servicer and excludedmortgage loan special servicer, respectively, under the MSBAM 2015-C21 poolingand servicing agreement, and were succeeded by Mount Street US (Georgia) LLP.LNR Partners, LLC remains the special servicer under the MSBAM 2015-C21 poolingand servicing agreement solely with respect to the 555 11th Street NW mortgageloan. 

 

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 of11.64% of the mortgage pool and NorthMarq Capital, LLC, as a servicing functionparticipant in respect of 6.25% of the pool for the reporting period.

 

•On November 1, 2021, pursuant to the second amended and restatedservicing agreement attached hereto as Exhibit 99.7, Computershare TrustCompany, National Association was engaged to perform all or virtually all ofWells Fargo Bank, National Association’s roles as certificate administrator,custodian and trustee, as applicable, under (i) the pooling and servicingagreement and (ii) each Outside Pooling and Servicing Agreement.

 

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

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 follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York and by IKB Internationaland IKB Deutsche Industriebank in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among other things,the trustee’s alleged failure to notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,notify investors of alleged events of default, and abide by appropriatestandards of care following alleged events of default. In July 2022, thedistrict court dismissed Phoenix Light’s claims and certain of the claimsasserted by Commerzbank AG, and subsequently entered judgment in each case infavor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and CommerzbankAG appealed the district court’s decision to the United States Court of Appealsfor the Second Circuit. Wells Fargo Bank, N.A. previously settled two classactions filed by institutional investors and an action filed by the NationalCredit Union Administration with similar allegations. In addition, Park Royal ILLC and Park Royal II LLC have filed substantially similar lawsuits in New Yorkstate court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation.

 

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

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds (“Disputed Proceeds”) received by CWCAM in connection with the sale ofthe Peter Cooper Village and Stuyvesant Town property in New York, New Yorksecuring loans held by those trusts. CWCAM was the special servicer of suchproperty. The petition requests the State Court to instruct the trustee, thetrust beneficiaries, and any other interested parties as to the amount of theDisputed Proceeds, if any, that constitute penalty interest and/or the amountof the Disputed Proceeds, if any, that constitute gain-on-sale proceeds, withrespect to each trust. On February 24, 2016, CWCAM made a limited appearance withthe State Court to file a motion to dismiss this proceeding based on lack ofjurisdiction, mootness, standing and forum non conveniens. On July 19, 2016,the State Court denied CWCAM’s motion to dismiss. On July 22, 2016, the actionwas removed to federal court in Minnesota (“Federal Court”). On October 21,2016, the Federal Court held a hearing on the motion to transfer the action tothe United States District Court for the Southern District of New York (“SDNYCourt”), a motion to remand to state court and a motion to hear CWCAM’s requestfor reconsideration of the motion to dismiss. On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery was completed on March 15, 2019. The parties submitted crossmotions for summary judgment, and on March 19, 2020, the SDNY Court entered anopinion and order in which it granted summary judgment in CWCAM’s favor andheld that CWCAM was entitled to the entire amount of penalty interest and thatCWCAM’s determination of Yield Maintenance was correct. In the 127-pageopinion, the SDNY Court found for CWCAM on every issue presented by thetrustee’s petition, namely, that the funds in dispute constitute penaltyinterest and yield maintenance, not gain-on-sale proceeds, and that the amountof penalty interest and yield maintenance was correctly calculated. An appealof the SDNY Court’s decision was taken on April 29, 2020. Oral argument on theappeal occurred on June 21, 2021. On July 14, 2022, the Second Circuit entereda decision affirming in part and reversing in part the SDNY Court’s decisionand remanding to the SDNY Court for further proceedings. The Second Circuitaffirmed the SDNY’s Court holding that Penalty Interest and Yield Maintenanceare paid before Gain-On-Sale Proceeds. The Second Circuit reversed and remandedfor further proceedings that portion of the SDNY Court’s decision related toapproximately $67.2 million in interest on advances. On January 13, 2023, theparties entered into a settlement agreement, in which (among other things) theyagreed to stipulate that the amount of interest on advances that accrued on orbefore June 3, 2014 is $27.5 million, and that CWCAM would pay that amount intoescrow for distribution to certificateholders upon the entry of an order by theCourt approving the settlement. U.S. Bank National Association, as Trustee forthe trusts, provided notice of the settlement to all parties in interest via anotice program approved by the Court. A hearing on the settlement is scheduledfor March 16, 2023.

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction. On June 28, 2018, CWCapital Cobalt Vr Ltd.filed a substantially similar complaint in the Supreme Court of the State ofNew York, County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapitalInvestments LLC, et al., Index No. 653277/2018 (the “New Complaint”). Thegravamen of the New Complaint is the same as the previous complaint filed inthe United State District Court for the Southern District of New York. In totalthere are 16 counts pled in the New Complaint. Of those 16 counts, 5 claimswere asserted against CWCAM for aiding and abetting breach of fiduciary duty,conversion and unjust enrichment, 1 count seeks a declaratory judgement thatthe plaintiff has the right to enforce the contracts in question and 1 countseeks an injunction requiring the defendants to recognize the plaintiff as thedirecting holder for the trusts in question. On January 11, 2019, the plaintiffdismissed with prejudice the declaratory judgment and injunction counts. TheNew Complaint and related summons was not served on the defendants until July13, 2018 and July 16, 2018. The plaintiff’s motion for a preliminary injunctionwas denied by the court on July 31, 2018. On August 3, 2018, the defendants,including CWCAM, filed a motion to dismiss the New Complaint in its entirety.On August 20, 2019, the court entered an order granting defendants’ motionalmost in its entirety, dismissing 11 of the 16 counts and partially dismissing2 additional counts. Of the remaining counts, 2 are asserted against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment. OnSeptember 19, 2019, CWCapital Cobalt Vr Ltd. filed a notice of appeal relatingto the August 20, 2019 dismissal order and on September 26, 2019, filed anamended complaint against CWCI and CWCAM attempting to address deficienciesrelating to certain of the claims dismissed by the August 20, 2019 order. CWCIand CWCAM filed its Motion to Dismiss the amended complaint on October 28,2019. The court heard argument on the Motion to Dismiss the amended complainton January 22, 2020 and on October 23, 2020, the court granted the motiondismissing the amended claims. On November 30, 2020, CWCapital Cobalt Vr Ltdfiled a notice of appeal relating to the October 23, 2020 dismissal order. OnApril 27, 2021, the First Department affirmed the dismissal as to claims againstCWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI. CWCI sought leave to file an appeal of the decision. Theplaintiff also sought leave to appeal the dismissal of the claims againstCWCAM. Both requests for leave were denied by the First Department. On May 15,2020, CWCI and CWCAM filed a motion to renew its motion to dismiss as to 4 ofthe remaining counts (including the remaining two counts against CWCAM foraiding and abetting breach of fiduciary duty and unjust enrichment), based on adecision entered by Judge Failla in a trust instruction proceeding in the USDistrict Court for the Southern District of New York awarding summary judgment infavor of CWCAM. On September 7, 2021, the court denied the motion to renew.CWCI and CWCAM filed a notice of appeal, which they perfected by the filing oftheir opening brief on July 1, 2022. On November 15, 2022, the First Departmentaffirmed the court’s denial of the motion to renew. On October 1, 2021, CWCIand CWCAM moved to reargue the denial of the motion to renew (or alternatively,the motion to dismiss) with respect to certain of Cobalt’s claims, includingthe remaining 2 claims against CWCAM, based on the First Department’s April 27,2021 decision. On March 24, 2022, the court denied the relief sought in themotion to reargue. CWCI and CWCAM have appealed the court’s decision on themotion to reargue and filed their opening brief on July 11, 2022. The appealwas dismissed as being nonappealable on August 30, 2022. CWCAM believes that ithas performed its obligations under the related pooling and servicingagreements in good faith and the remaining allegations in the New Complaint arewithout merit.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity 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 for asset-backedsecurities and the related attestation reports on such assessments ofcompliance are attached hereto under Item 15.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as describedbelow:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendaryear ended December 31, 2022, with respect to the Platform. The materialinstance of noncompliance does not relate to KeyBank’s performance under anypooling and servicing agreement applicable to the securitization transactionthat is the subject of this Form 10-K.

 

1)Servicing Criteria impacted 

 

1122(d)(4)(ix) –Adjustments to interest rates or ratesof return for pool assets with variable rates are computed based on the relatedpool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per theNote, if the holder fails to offer a loan rate within 45-60 days of any changedate a margin of 2.25% is to be used. Given the notification was not made tothe borrowers, a 3% margin was incorrectly applied. The noncompliance in Item1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned bythe investor and is not held in a publicly traded security. 

 

3)Remediation

 

The following remediation procedures have beeninitiated by KeyBank: (i) the impacted mortgage loans are currently in theprocess of being identified, (ii) investor contact has been initiated, (iii)corrective actions are being considered and will be tracked and monitored bysenior management, (iv) procedures will be reviewed and revised, if necessary,to include new tracking and action steps to prevent this situation fromrecurring in the future, and (v) training will be provided to the relevantstaff members to prevent a recurrence.

 

**Item1123 of Regulation AB, Servicer Compliance Statement.**

 

Theservicer compliance statements are attached hereto under Item 15.The servicercompliance statement furnished pursuant to Item 1123 of Regulation AB byTrimont Real Estate Advisors, Inc. discloses that a material instance ofnoncompliance occurred, as described below:

 

Trimontself-identified certain instances in which reconciliations were not completedtimely and management conducted remediation of these situations, includingproviding additional resourcing to the reconciliation team during the ReportingPeriod. Reconciliations are now being performed timely across the portfolio.

 

 

**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 Computershare TrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

33.4 Computershare TrustCompany, National Association, as Servicing Function Participant for theCustodian

 

33.5  KeyBank National Association, as Master Servicer

 

33.6  Mount Street US (Georgia) LLP, as Special Servicer

 

33.7  Situs Holdings, LLC, as Operating Advisor

 

33.8  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

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

 

33.10  NorthMarq Capital, LLC, as Servicing FunctionParticipant

 

33.11  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 1/1/22 to 12/31/22)

 

33.12 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 (from1/1/22 to 12/31/22)

 

33.13  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C21 securitization, pursuant to which the following mortgage loanswere serviced by such party: 555 11th Street NW (from 1/1/22 to 12/31/22)

 

33.14  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 (from1/1/22 to 12/31/22) (see Exhibit 33.3)

 

33.15  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2015-C20 securitization,pursuant to which the following mortgage loans were serviced by such party:Discovery Business Center (from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

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

 

34.1 Wells Fargo Bank, National Association, as CertificateAdministrator

 

34.2 Computershare TrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

34.4 Computershare TrustCompany, National Association, as Servicing Function Participant for theCustodian  

 

34.5  KeyBank National Association, as Master Servicer

 

34.6  Mount Street US (Georgia) LLP, as Special Servicer

 

34.7  Situs Holdings, LLC, as Operating Advisor

 

34.8  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

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

 

34.10  NorthMarq Capital, LLC, as Servicing FunctionParticipant

 

34.11  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 1/1/22 to 12/31/22)

 

34.12 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 (from1/1/22 to 12/31/22)

 

34.13  LNR Partners, LLC, as Special Servicer under theMSBAM 2015-C21 securitization, pursuant to which the following mortgage loanswere serviced by such party: 555 11th Street NW (from 1/1/22 to 12/31/22)

 

34.14  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 (from1/1/22 to 12/31/22) (see Exhibit 34.3)

 

34.15  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2015-C20 securitization,pursuant to which the following mortgage loans were serviced by such party:Discovery Business Center (from 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

(35). Servicercompliance statement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Computershare TrustCompany, National Association, as Servicing Function Participant for theCertificate Administrator 

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

35.4 Computershare TrustCompany, National Association, as Servicing Function Participant for theCustodian

 

35.5  KeyBank National Association, as Master Servicer

 

35.6  Mount Street US (Georgia) LLP, as Special Servicer

 

35.7  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

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

 

35.9  LNR Partners, LLC, as Special Servicer under the MSBAM2015-C21 securitization, pursuant to which the following mortgage loans wereserviced by such party: 555 11th Street NW (from 1/1/22 to 12/31/22)

 

35.10  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 (from1/1/22 to 12/31/22) (see Exhibit 35.3)

 

35.11  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2015-C20 securitization,pursuant to which the following mortgage loans were serviced by such party:Discovery Business Center (from 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

(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).

 

(99.7)SecondAmended and Restated Servicing Agreement, effective as of October 31, 2021,between Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A.,Computershare Trust Company, N.A., Computershare Delaware Trust Company andComputershare Limited (filed as Exhibit 99.1 to the registrant's Current Reporton Form 8-K filed on November 5, 2021 under SEC File No. 333-180779-14 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, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2023