**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:333-206582-06**

 

**Central Index Key Number of the issuingentity:0001689417**

 

**Morgan Stanley Capital I Trust 2016-UBS12**

**(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 itscharter)**

 

**Central Index Key Number of the sponsor:0001685185**

 

**UBS AG**

**(exact names of the sponsors as specified in theircharters)**

 

**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:0001542256**

 

**Natixis Real Estate Capital LLC**

**(exact names of the sponsors as specified in theircharters)**

 

| **New York**                                                        | **38‐4014781  38‐4014782  38‐7170490** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**             |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

 

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

 

| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---------------------|-------------------|-------------------------------------------|
| None                |              |                                      |

 

  

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

Indicate by check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 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 suchfiles).

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

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

 

Not applicable.

 

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

 

Not applicable.

 

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

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held bynon-affiliates computed by reference to the price at which the common 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 MSC2016-UBS12 mortgage pool includes the following mortgage loans, each of whichis serviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):

 

•        the Vintage Park mortgage loan and theHuntington Center mortgage loan, which are serviced pursuant to the MSBAM2016-C31 pooling and servicing agreement attached hereto as Exhibit 4.2; and

•        the 101 Hudson Street mortgage loan, whichis serviced pursuant to the MSC 2016-BNK2 pooling and servicing agreementattached hereto as Exhibit 4.3.

  

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

 

•        The trustee under a pooling and servicingagreement has a nominal role with respect to the mortgage pool securitizedpursuant to such pooling and servicing agreement. The trustee’s only servicingfunction is the contingent obligation to make certain advances if the masterservicer under such pooling and servicing agreement fails to do so, while allother servicing functions are performed by other parties. The trustee undereach of the pooling and servicing agreements listed in the Exhibit Index hasconfirmed to the registrant that it has not made any such contingent advancesduring the reporting period, and consequently, each such trustee does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, nor does it perform the functions of a servicer for purposes of thedefinition of “servicer” under Item 1101 of Regulation AB or for purposes ofItem 1123 of Regulation AB.

 

•        The certificate administrator under apooling and servicing agreement performs various payment administrationfunctions solely for the securitization governed by such pooling and servicingagreement and the mortgage pool securitized pursuant to such pooling andservicing agreement and does not have any obligations with respect to any othertransaction. Consequently, the certificate administrator under an OutsidePooling and Servicing Agreement does not participate in the servicing functionfor purposes of Item 1122 of Regulation AB, nor does it perform the functionsof a servicer for purposes of the definition of “servicer” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

•        The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement. The operating advisor under apooling and servicing agreement does not have any obligations with respect toany other transaction and is solely obligated to perform loan reporting functionswith respect to the securitization governed by such pooling and servicingagreement. Consequently, the operating advisor under an Outside Pooling andServicing Agreement neither participates in the servicing function for purposesof Item 1122 of Regulation AB nor performs 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. 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 advisor under a poolingand servicing agreement participates in the servicing function for purposes ofItem 1122 of Regulation AB, but is not responsible for the “management orcollection of the pool assets or making allocations or distributions to holdersof the asset-backed securities” within the meaning of “servicer” under Item1101 of Regulation AB and does not perform the functions of a servicer forpurposes of Item 1123 of Regulation AB.

 

•      The assetrepresentations reviewer under a pooling and servicing agreement has a limitedobligation to review certain delinquent mortgage loans after a specifieddelinquency threshold has been met and the required percentage ofcertificateholders vote to direct a review of such delinquent mortgage loans,and has no obligation to collect or disburse funds in respect of the mortgagepool, to administer any of the underlying mortgage loans or to perform anyservicing function.  Consequently, the asset representations reviewerunder a pooling and servicing agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof a servicer for purposes of Item 1123 of Regulation AB.

 •      GreystoneServicing Company LLC is the current special servicer under the MSC 2016-BNK2pooling and servicing agreement, pursuant to which the 101 Hudson Streetmortgage loan is serviced. On August 26, 2020, C-III Asset Management LLC wasreplaced as special servicer under the MSC 2016-BNK2 pooling and servicingagreement and was succeeded by Greystone Servicing Company LLC, to which C-IIIAsset Management LLC assigned substantially all of its assets. BecauseGreystone Servicing Company LLC is not the MSC 2016-UBS12 special servicer, isnot affiliated with any sponsor and services only the 101 Hudson Streetmortgage loan, which constitutes more than 5% but less than 10% of the mortgagepool, Greystone Servicing Company LLC, as MSC 2016-BNK2 special servicer,constitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 •      The NovoNordisk mortgage loan, which was serviced pursuant to the CSMC 2016-NXSRpooling and servicing agreement, was paid in full on November 5, 2021.

 •      TheGreenwich Office Park mortgage loan, which was serviced pursuant to the CSMC2016-NXSR pooling and servicing agreement, was paid in full on December 5,2021.

 

In addition, each of the following parties engaged the services ofcertain servicing function participants and sub-servicers for the reportingperiod, as set forth below:

 

•        Wells Fargo Bank,National Association, as master servicer under the MSBAM 2016-C31 pooling andservicing agreement, pursuant to which the Vintage Park and Huntington Centermortgage loans are serviced, engaged the services of CoreLogic Solutions, LLCas a servicing function participant in respect of the Vintage Park andHuntington Center mortgage loans for the reporting period.

 

•        Wells Fargo Bank,National Association, as master servicer under the MSC 2016-BNK2 pooling andservicing agreement, pursuant to which the 101 Hudson Street mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC as a servicingfunction participant in respect of the 101 Hudson Street mortgage loan for thereporting period.

 

•        On November 1,2021, pursuant to the second amended and restated servicing agreement attachedhereto as Exhibit 99.16, Computershare Trust Company, National Association wasengaged to perform all or virtually all of Wells Fargo Bank, NationalAssociation’s roles as certificate administrator, custodian and trustee, asapplicable, under (i) the pooling and servicing agreement and (ii) each OutsidePooling 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.**

 

The registrant knows ofno legal proceeding pending against the sponsors, depositor, trustee, issuingentity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originatorcontemplated by Item 1110(b) of Regulation AB, or other party contemplated byItem 1100(d)(1) of Regulation AB, or of which any property of the foregoing isthe subject, that is material to security holders, other than as follows:

 

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

 

**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)(2) filing dated December 8, 2016.

 

**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) Poolingand Servicing Agreement, dated as of December 1, 2016, between Morgan StanleyCapital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Wells Fargo Bank, National Association, as trustee,certificate administrator, certificate registrar, authenticating agent andcustodian, and Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer (filed as Exhibit 4.1 to the registrant's CurrentReport on Form 8-K/A filed on December 20, 2016 under SEC File No.333-206582-06 and incorporated by reference herein).

 

(4.2) Poolingand Servicing Agreement, dated as of November 1, 2016, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, Wilmington Trust, National Association, as trustee, and ParkBridge Lender Services LLC, as operating advisor and as asset representationsreviewer, relating to the MSBAM 2016-C31 securitization transaction, pursuantto which the Vintage Park Mortgage Loan and the Huntington Center Mortgage Loanare serviced (filed as Exhibit 4.2 to the registrant's Current Report on Form8-K filed on December 8, 2016 under SEC File No. 333-206582-06 and incorporatedby reference herein).

 

(4.3) Poolingand Servicing Agreement, dated as of November 1, 2016, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, as masterservicer, C-III Asset Management LLC, as special servicer, Wells Fargo Bank,National Association, as certificate administrator and custodian, WilmingtonTrust, National Association, as trustee, and Park Bridge Lender Services LLC,as operating advisor and as asset representations reviewer, relating to the MSC2016-BNK2 securitization transaction, pursuant to which the 101 Hudson StreetMortgage Loan is serviced (filed as Exhibit 4.3 to the registrant's Current Reporton Form 8-K/A filed on March 1, 2017 under SEC File No. 333-206582-06 andincorporated by reference 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 Trust Company, National Association, asServicing Function Participant for the Certificate Administrator

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

33.4  Computershare Trust Company, National Association, as ServicingFunction Participant for the Custodian

 

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

 

33.6  Rialto Capital Advisors, LLC, as Special Servicer

 

33.7  Park Bridge Lender Services LLC, as Operating Advisor

 

33.8  Wells Fargo Bank, National Association, as Master Servicerunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22)

 

33.9  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C31 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Vintage Park (from 1/1/22to 12/31/22) and Huntington Center (from 1/1/22 to 12/31/22)

 

33.10  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-BNK2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 101 Hudson Street (from1/1/22 to 12/31/22) (see exhibit 33.8)

 

33.11  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2016-BNK2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 101 Hudson Street (from1/1/22 to 12/31/22) (see exhibit 33.9)

 

33.12  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22) (see exhibit 33.6)

 

33.13  Greystone Servicing Company LLC, as Special Servicerunder the MSC 2016-BNK2 securitization, pursuant to which the followingmortgage loans were serviced by such party: 101 Hudson Street (from 1/1/22 to12/31/22)

 

33.14  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22) (see exhibit 33.3)

 

33.15  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C31 securitization,pursuant to which the following mortgage loans were serviced by such party:Vintage Park (from 1/1/22 to 12/31/22) and Huntington Center (from 1/1/22 to12/31/22) (see exhibit 33.4)

 

33.16  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-BNK2 securitization, pursuant to which the following mortgageloans were serviced by such party: 101 Hudson Street (from 1/1/22 to 12/31/22)(see exhibit 33.3)

 

33.17  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2016-BNK2 securitization, pursuantto which the following mortgage loans were serviced by such party: 101 HudsonStreet (from 1/1/22 to 12/31/22) (see exhibit 33.4)

 

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

 

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

34.4  Computershare Trust Company, National Association, as ServicingFunction Participant for the Custodian

 

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

 

34.6  Rialto Capital Advisors, LLC, as Special Servicer

 

34.7  Park Bridge Lender Services LLC, as Operating Advisor

 

34.8  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C31 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Vintage Park (from 1/1/22to 12/31/22) and Huntington Center (from 1/1/22 to 12/31/22)

 

34.9  CoreLogic Solutions, LLC, as Servicing Function Participantunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22)

 

34.10  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-BNK2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 101 Hudson Street (from1/1/22 to 12/31/22) (see exhibit 34.8)

 

34.11  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2016-BNK2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 101 Hudson Street (from1/1/22 to 12/31/22) (see exhibit 34.9)

 

34.12  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22) (see exhibit 34.6)

 

34.13  Greystone Servicing Company LLC, as Special Servicerunder the MSC 2016-BNK2 securitization, pursuant to which the followingmortgage loans were serviced by such party: 101 Hudson Street (from 1/1/22 to12/31/22)

 

34.14  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22) (see exhibit 34.3)

 

34.15  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C31 securitization,pursuant to which the following mortgage loans were serviced by such party:Vintage Park (from 1/1/22 to 12/31/22) and Huntington Center (from 1/1/22 to12/31/22) (see exhibit 34.4)

 

34.16  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-BNK2 securitization, pursuant to which the followingmortgage loans were serviced by such party: 101 Hudson Street (from 1/1/22 to12/31/22) (see exhibit 34.3)

 

34.17  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2016-BNK2 securitization, pursuantto which the following mortgage loans were serviced by such party: 101 HudsonStreet (from 1/1/22 to 12/31/22) (see exhibit 34.4)

 

(35). Servicer compliancestatement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

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

 

35.6  Rialto Capital Advisors, LLC, as Special Servicer

 

35.7  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C31 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Vintage Park (from 1/1/22to 12/31/22) and Huntington Center (from 1/1/22 to 12/31/22)

 

35.8  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-BNK2 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: 101 Hudson Street (from1/1/22 to 12/31/22) (see exhibit 35.7)

 

35.9  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22) (see exhibit 35.6)

 

35.10  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C31 securitization, pursuant to which the followingmortgage loans were serviced by such party: Vintage Park (from 1/1/22 to12/31/22) and Huntington Center (from 1/1/22 to 12/31/22) (see exhibit 35.3)

 

35.11  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C31 securitization,pursuant to which the following mortgage loans were serviced by such party: VintagePark (from 1/1/22 to 12/31/22) and Huntington Center (from 1/1/22 to 12/31/22)(see exhibit 35.4)

 

35.12  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-BNK2 securitization, pursuant to which the followingmortgage loans were serviced by such party: 101 Hudson Street (from 1/1/22 to12/31/22) (see exhibit 35.3)

 

35.13  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2016-BNK2 securitization, pursuantto which the following mortgage loans were serviced by such party: 101 HudsonStreet (from 1/1/22 to 12/31/22) (see exhibit 35.4)

 

(99.1) MortgageLoan Purchase Agreement, dated November 22, 2016, between UBS AG, by andthrough its branch office at 1285 Avenue of the Americas, New York, New Yorkand Morgan Stanley Capital I Inc. (filed as Exhibit 99.1 to the registrant'sCurrent Report on Form 8-K filed on December 8, 2016 under SEC File No.333-206582-06 and incorporated by reference herein).

 

(99.2) MortgageLoan Purchase Agreement, dated November 22, 2016, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K filed on December8, 2016 under SEC File No. 333-206582-06 and incorporated by reference herein).

 

(99.3) MortgageLoan Purchase Agreement, dated November 22, 2016, between Morgan Stanley CapitalI Inc. and Bank of America, National Association (filed as Exhibit 99.3 to theregistrant's Current Report on Form 8-K filed on December 8, 2016 under SECFile No. 333-206582-06 and incorporated by reference herein).

 

(99.4) MortgageLoan Purchase Agreement, dated November 22, 2016, between Morgan StanleyCapital I Inc. and Natixis Real Estate Capital LLC (filed as Exhibit 99.4 tothe registrant's Current Report on Form 8-K filed on December 8, 2016 under SECFile No. 333-206582-06 and incorporated by reference herein).

 

(99.5) Co-LenderAgreement, dated as of November 4, 2016, between UBS AG, by and through itsbranch office at 1285 Avenue of the Americas, New York, New York, as InitialNote A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holder and InitialNote A-4 Holder, and Citigroup Global Markets Realty Corp., as Initial Note A-5Holder and Initial Note A-6 Holder, relating to the 681 Fifth Avenue loancombination (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K/A filed on December 20, 2016 under SEC File No. 333-206582-06 andincorporated by reference herein).

 

(99.6) AgreementBetween Note Holders, dated as of December 5, 2016, between Morgan StanleyBank, N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., as InitialNote A-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-3 Holder andMorgan Stanley Bank, N.A., as Initial Note A-4 Holder, relating to the 191Peachtree loan combination (filed as Exhibit 99.6 to the registrant's CurrentReport on Form 8-K filed on December 8, 2016 under SEC File No. 333-206582-06and incorporated by reference herein).

 

(99.7) AgreementBetween Note Holders, dated as of December 7, 2016, between Morgan StanleyBank, N.A., as Initial Note A-1-1 Holder, Morgan Stanley Bank, N.A., as InitialNote A-1-2 Holder, Morgan Stanley Bank, N.A., as Initial Note A-2 Holder, UBS,AG, as Initial Note A-3 Holder, UBS, AG, as Initial Note A-4 Holder, UBS, AG,as Initial Note A-5 Holder, UBS, AG, as Initial Note A-6 Holder and UBS, AG, asInitial Note A-7 Holder, relating to the Wolfchase Galleria loan combination(filed as Exhibit 99.7 to the registrant's Current Report on Form 8-K filed onDecember 8, 2016 under SEC File No. 333-206582-06 and incorporated by referenceherein).

 

(99.8) AgreementBetween Note Holders, dated as of October 17, 2016, between Morgan StanleyBank, N.A., as Initial Note A-1 Holder and Morgan Stanley Bank, N.A., asInitial Note A-2 Holder, relating to The Orchard loan combination (filed asExhibit 99.8 to the registrant's Current Report on Form 8-K filed on December8, 2016 under SEC File No. 333-206582-06 and incorporated by reference herein).

 

(99.9) AgreementBetween Note Holders, dated as of September 1, 2016, between UBS AG, by andthrough its branch office at 1285 Avenue of the Americas, New York, New York,as Initial Note A-1 Holder, Initial Note A-2 Holder and Initial Note A-3Holder, and Goldman Sachs Mortgage Company, as Initial Note A-4 Holder,relating to The Falls loan combination (filed as Exhibit 99.9 to theregistrant's Current Report on Form 8-K filed on December 8, 2016 under SECFile No. 333-206582-06 and incorporated by reference herein).

 

(99.10) Co-LenderAgreement, dated as of December 7, 2016, between Natixis Real Estate CapitalLLC, as Initial Note A-1 Holder, Natixis Real Estate Capital LLC, as InitialNote A-2 Holder, and Natixis Real Estate Capital LLC, as Initial Note A-3Holder, relating to the Greenwich Office Park loan combination (filed asExhibit 99.10 to the registrant's Current Report on Form 8-K filed on December8, 2016 under SEC File No. 333-206582-06 and incorporated by reference herein).

 

(99.11) AgreementBetween Note Holders, dated as of December 7, 2016, by and between UBS AG, byand through its branch office at 1285 Avenue of the Americas, New York, NewYork, as Note A-1 Holder, UBS AG, by and through its branch office at 1285Avenue of the Americas, New York, New York, as Note A-2 Holder, UBS AG, by andthrough its branch office at 1285 Avenue of the Americas, New York, New York,as Note A-3 Holder, UBS AG, by and through its branch office at 1285 Avenue ofthe Americas, New York, New York, as Note A-4 Holder, and UBS AG, by andthrough its branch office at 1285 Avenue of the Americas, New York, New York,as Note A-5 Holder, relating to the Federal Way Crossings loan combination(filed as Exhibit 99.11 to the registrant's Current Report on Form 8-K filed onDecember 8, 2016 under SEC File No. 333-206582-06 and incorporated by referenceherein).

 

(99.12) AgreementBetween Note Holders, dated as of November 14, 2016, between UBS AG, by andthrough its branch office at 1285 Avenue of the Americas, New York, New York,as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note A-3 Holderand Initial Note A-4 Holder, relating to the Vintage Park loan combination(filed as Exhibit 99.12 to the registrant's Current Report on Form 8-K filed onDecember 8, 2016 under SEC File No. 333-206582-06 and incorporated by referenceherein).

 

(99.13) AgreementBetween Note Holders, dated as of November 3, 2016, by and between, Wells FargoBank, National Association, as Initial Note A-1-1 Holder, Initial Note A-1-2Holder and Initial Note A-2 Holder, Bank of America, N.A., as Initial Note A-3Holder and Initial Note A-4 Holder, and Barclays Bank PLC, as Initial Note A-5Holder, relating to the 101 Hudson Street loan combination (filed as Exhibit99.13 to the registrant's Current Report on Form 8-K filed on December 8, 2016under SEC File No. 333-206582-06 and incorporated by reference herein).

 

(99.14) Co-Lenderand Future Funding Indemnification Agreement, dated as of October 13, 2016, between,Natixis Real Estate Capital LLC, as Initial Note A-1 Holder, Natixis RealEstate Capital LLC, as Initial Note A-2 Holder, Natixis Real Estate CapitalLLC, as Initial Note A-3 Holder, Natixis Real Estate Capital LLC, as InitialNote A-4 Holder, Natixis Real Estate Capital LLC, as Initial Note A-5 Holder,Natixis Real Estate Capital LLC, as Initial Note A-6 Holder, Natixis RealEstate Capital LLC, as Initial Note A-7 Holder, Natixis Real Estate CapitalLLC, as Initial Note A-8 Holder, Natixis Real Estate Capital LLC, as InitialNote A-9 Holder, Natixis Real Estate Capital LLC, as Initial Note A-10 Holder,Natixis Real Estate Capital LLC, as Initial Note A-11 Holder, Natixis RealEstate Capital LLC, as Initial Note A-12 Holder, Natixis Real Estate CapitalLLC, as Initial Note A-13 Holder, and Natixis Real Estate Capital LLC, asFuture Funding Indemnitor, relating to the Novo Nordisk loan combination (filedas Exhibit 99.14 to the registrant's Current Report on Form 8-K filed onDecember 8, 2016 under SEC File No. 333-206582-06 and incorporated by referenceherein).

 

(99.15) AgreementBetween Note Holders, dated as of October 7, 2016, between Morgan Stanley Bank,N.A., as Initial Note A-1 Holder, Morgan Stanley Bank, N.A., as Initial NoteA-2 Holder and Morgan Stanley Bank, N.A., as Initial Note A-3 Holder, relatingto the Huntington Center loan combination (filed as Exhibit 99.15 to the registrant'sCurrent Report on Form 8-K filed on December 8, 2016 under SEC File No.333-206582-06 and incorporated by reference herein).

 

(99.16) 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. 333-206582-06 andincorporated by reference herein).

 

(b) See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2023