**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**    For the fiscal year endedDecember 31, 2019 OR**

**//TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the transition period from****            ****to****            **

 

 

 

**Commission file number:333-206582-01**

 

**Central Index Key Number of the issuingentity:0001664682**

 

**Morgan Stanley Capital I Trust 2016-UBS9**

**(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:0001541886**

 

**UBS Real Estate Securities Inc.**

**(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)**

 

| **New York**                                                        | **38‐3991339  38‐3991340  38‐7145096** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(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 and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

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, 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 ___

 

If anemerging growth company, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Ex­changeAct.

 

  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 MSC 2016-UBS9mortgage 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 525 Seventh Avenue mortgage loan and theEllenton Premium Outlets mortgage loan, which are serviced pursuant to the MSC2015-UBS8 pooling and servicing agreement attached hereto as Exhibit 4.2;

·         the GLP Industrial Portfolio B mortgageloan, which is serviced pursuant to the CSMC 2015-GLPB pooling and servicingagreement attached hereto as Exhibit 4.3;

 

·         the Princeton Pike Corporate Centermortgage loan, which is serviced pursuant to the MSBAM 2016-C28 pooling andservicing agreement attached hereto as Exhibit 4.4;

 

·         the Gulfport Premium Outlets mortgage loan,which is serviced pursuant to the MSBAM 2016-C29 pooling and servicingagreement attached hereto as Exhibit 4.5;

 

·       the Twenty Ninth Street Retail mortgage loan, which is serviced pursuant to theGSMS 2016-GS2 pooling and servicing agreement attached hereto as Exhibit 4.6;and

 

·       theGrove City Premium Outlets mortgage loan, which is serviced pursuant to theBACM 2016-UBS10 pooling and servicing agreement attached hereto as Exhibit 4.7.

 

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 not participatein the servicing function for purposes of Item 1122 of Regulation AB, nor doesit perform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation 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 reportingfunctions with respect to the securitization governed by such pooling andservicing agreement. Consequently, the operating advisor under an OutsidePooling and Servicing Agreement neither participates in the servicing functionfor purposes of Item 1122 of Regulation AB nor performs the functions of aservicer for purposes of the definition of “servicer” under Item 1101 of RegulationAB or for purposes of Item 1123 of Regulation AB. In addition, while theoperating advisor 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 apooling and servicing agreement participates in the servicing function forpurposes 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 the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functions ofa servicer for purposes of Item 1123 of Regulation AB.

 

·       The asset representations reviewer under apooling and servicing agreement has a limited obligation to review certaindelinquent mortgage loans after a specified delinquency threshold has been metand the required percentage of certificateholders vote to direct a review ofsuch delinquent mortgage loans, and has no obligation to collect or disbursefunds in respect of the mortgage pool, to administer any of the underlyingmortgage loans or to perform any servicing function.  Consequently, theasset representations reviewer under a pooling and servicing agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, is not responsible for the “management or collection of the pool assets ormaking allocations or distributions to holders of the asset-backed securities”within the meaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer for purposes of Item 1123 of Regulation AB.

 

·         Aegon USA Realty Advisors, LLC, is thespecial servicer under the CSMC 2015-GLPB pooling and servicing agreement,pursuant to which the GLP Industrial Portfolio B mortgage loan was serviceduntil September 26,2019.  BecauseAegon USA Realty Advisors, LLC is not the MSC 2016-UBS9 special servicer, isnot affiliated with any sponsor and serviced only the GLP Industrial PortfolioB mortgage loan, which constituted more than 5% but less than 10% of themortgage pool, Aegon USA Realty Advisors, LLC, as CSMC 2015-GLPB specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

·         C-III Asset Management LLC, is the specialservicer under the MSBAM 2016-C28 pooling and servicing agreement, pursuant towhich the Princeton Pike Corporate Center mortgage loan is serviced. BecauseC-III Asset Management LLC is not the MSC 2016-UBS9 special servicer, is notaffiliated with any sponsor and services only the Princeton Pike CorporateCenter mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, C-III Asset Management LLC, as MSBAM 2016-C28 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. 

 

·     LNRPartners, LLC is the current special servicer under the GSMS 2016-GS2 poolingand servicing agreement, under which the Twenty Ninth Street Retail mortgageloan is serviced. In November 2019, Torchlight Loan Services, LLC was replacedas special servicer under the GSMS 2016-GS2 pooling and servicing agreement andsucceeded by LNR Partners, LLC. Because LNR Partners, LLC is not the MSC2016-UBS9 special servicer, is not affiliated with any sponsor and servicesonly the Twenty Ninth Street Retail mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, LNR Partners, LLC, as GSMS 2016-GS2special servicer, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

·        Torchlight Loan Services, LLC, was thespecial servicer under the GSMS 2016-GS2 pooling and servicing agreement untilNovember 4, 2019, pursuant to which the Twenty Ninth Street Retail mortgageloan is serviced. Because Torchlight Loan Services, LLC is not the MSC2016-UBS9 special servicer, is not affiliated with any sponsor and servicedonly the Twenty Ninth Street Retail mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, Torchlight Loan Services, LLC, asGSMS 2016-GS2 special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

·     The GLPIndustrial Portfolio B mortgage loan, which was serviced pursuant to the CSMC2015-GLPB pooling and servicing agreement, was paid in full on September 26,2019.

 

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 services of Berkadia Commercial Mortgage LLC, as a sub-servicer inrespect of the entire mortgage pool for the reporting period. 

 

·         Wells Fargo Bank, National Association, asmaster servicer under the MSBAM 2016-C28 pooling and servicing agreement,pursuant to which the Princeton Pike Corporate Center mortgage loan isserviced, engaged the services of CoreLogic Commercial Real Estate Services,Inc. and National Tax Search, LLC, in each case as a servicing functionparticipant in respect of the Princeton Pike Corporate Center mortgage loan forthe reporting period.

·         Wells Fargo Bank, National Association, asmaster servicer under the BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan is serviced,engaged the services of Midland Loan Services, a Division of PNC Bank, NationalAssociation as sub-servicer, and CoreLogic Commercial Real Estate Services,Inc. and National Tax Search, LLC, each as a servicing function participant, ineach case in respect of the Grove City Premium Outlets mortgage loan for thereporting period.

·         Wells Fargo Bank, NationalAssociation, as master servicerunder the MSBAM 2016-C29 pooling and servicing agreement, pursuant to which theGulfport Premium Outlets mortgage loan is serviced, engaged the services ofMidland Loan Services, a Division of PNC Bank, National Association assub-servicer, and CoreLogic Commercial Real Estate Services, Inc. and NationalTax Search, LLC, each as a servicing function participant, in each case inrespect of the Gulfport Premium Outlets mortgage loan 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.**

 

The registrant knows of no legalproceeding pending against the sponsors, depositor, trustee, issuing entity,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 disclosed inthe prospectus of the issuing entity filed in a 424(b)(2) filing dated March 9,2016, and other than as follows:

 

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

 

On December 17, 2015, U.S. Bank National Association, thetrustee under five pooling and servicing agreements for (i) Wachovia BankCommercial Mortgage Trust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2,(iii) Wachovia Bank Commercial Mortgage Trust 2007-C31, (iv) ML-CFC CommercialMortgage Trust 2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenceda proceeding with the Second Judicial District Court of Ramsey County,Minnesota (the “State Court”) for a declaratory judgment as to the properallocation of certain proceeds in the alleged amount of $560 million (“DisputedProceeds”) received by CWCAM in connection with the sale of the Peter CooperVillage and Stuyvesant Town property in New York, New York securing loans heldby those trusts. CWCAM was the special servicer of such property. The petitionrequests the State Court to instruct the trustee, the trust beneficiaries, andany other interested parties as to the amount of the Disputed Proceeds, if any,that constitute penalty interest and/or the amount of the Disputed Proceeds, ifany, that constitute gain-on-sale proceeds, with respect to each trust. OnFebruary 24, 2016, CWCAM made a limited appearance with the State Court to filea motion to dismiss this proceeding based on lack of jurisdiction, mootness,standing and forum non conveniens. On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss. On July 22, 2016, the action was removed to federalcourt in Minnesota (“Federal Court”). On October 21, 2016, the Federal Courtheld a hearing on the motion to transfer the action to the United StatesDistrict Court for the Southern District of New York (“SDNY Court”), a motionto remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss. On March 14, 2017, the Federal Courtreserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court. Cross motions for judgment on the pleadings were filed but the SDNYCourt was unable to decide the case based on the pleadings and the SDNY Courtordered discovery. All fact discovery was completed in December, 2018 andexpert discovery was completed on March 15, 2019. The parties to the proceedingare engaging in dispositive motion practice. There can be no assurances as topossible impact on CWCAM of these rulings and the transfer to the SDNY Court.However, CWCAM believes that it has performed its obligations under the relatedpooling and servicing agreements in good faith, and that the Disputed Proceedswere properly allocated to CWCAM as penalty interest, and it intends tovigorously contest any claim that such Disputed Proceeds were improperlyallocated as penalty interest.

 

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) with the SupremeCourt of the State of New York, County of New York (the “RAIT Court”), claimingit owns $18,500,000 of a mortgage loan secured by the development of the OneCongress Street Property in Boston, Massachusetts (the “Loan”) and seeking (a)a declaratory judgment stating that RAIT Preferred Funding is the directinglender under a co-lender agreement dated March 28, 2007 and a pooling andservicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAITPreferred Funding has the right to terminate the special servicer, (c) monetarydamages for the value of the bonds and fees paid to CWCAM as the specialservicer of the Loan and (d) other things.  On May 17, 2016, CWCAM filed amotion to dismiss the RAIT Complaint (“Motion to Dismiss”) stating that theRAIT Complaint did not state a claim and the essential facts of the RAITComplaint are negated by affidavits and evidentiary materials submitted withthe RAIT Complaint.  On June 14, 2016, RAIT Preferred Funding filed aMemorandum of Law in Opposition to the Motion to Dismiss (“Opposition”) statingthat the claims in the RAIT Complaint were properly stated.  On June 30,2016, CWCAM filed a reply in support of the Motion to Dismiss and in responseto the Opposition, stating that each of CWCAM’s arguments is supported by theexpress language of the agreements between the parties, the documentaryevidence and New York case law.  On September 30, 2016, RAIT PreferredFunding and CWCAM entered into a confidential Settlement Agreement (the “2016Settlement”), which provides for a stay of the RAIT Preferred Fundinglitigation (the “Litigation Stay”) through August 25, 2017.  Pursuant tothe terms of the 2016 Settlement, upon satisfaction of a term of the 2016Settlement by August 25, 2017 (or such later date agreed to by the parties),the RAIT Preferred Funding litigation will be dismissed, with prejudice. On May 19, 2017 the Borrower repaid the Loan in accordance with the terms ofthe notes and satisfied the condition to dismissal with prejudice.  RAIThas refused to dismiss the case and is claiming that the B Note should be paidin full.  CWCAM believes that it has performed its obligations under theOperative Agreements in good faith, and that the action should be dismissedwith prejudice.  On August 29, 2017, the RAIT Court granted leave to RAITPreferred Funding to amend its complaint.  On September 20, 2017, RAITPreferred Funding filed an Amended Complaint (the “RAIT Amended Complaint”),which omits its original claims, adds Wells Fargo Bank as a defendant, andseeks (a) specific performance requiring repayment of the $18,500,000 principalamount of the B Note or, in the alternative, monetary damages, including the$18,500,000 principal amount of the B Note, in an amount to be determined attrial, (b) monetary damages on any fees paid to CWCAM as special servicer orWells Fargo Bank as master servicer in connection with the borrower’s repaymentof the Loan, (c) a declaratory judgment that RAIT Preferred Funding is entitledto recover the full $18,500,000 principal amount of the B Note, (d) punitivedamages against CWCAM, and (e) other things.  On October 11, 2017, CWCAMfiled a motion to dismiss the RAIT Amended Complaint (“CWCAM Motion to DismissAmended Complaint”) stating that the RAIT Amended Complaint did not state aclaim and the essential facts of the RAIT Amended Complaint are negated by theOperative Agreements and other admissible evidentiary materials.  OnNovember 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAIT AmendedComplaint (the “Wells Fargo Motion to Dismiss Amended Complaint”) and joinedthe CWCAM Motion to Dismiss Amended Complaint.  On January 29, 2018, thecourt dismissed all claims but for breach of contract and discovery hascommenced.  CWCAM filed a Motion for Summary Judgement on March 18,2019.  This matter was settled and the case dismissed on May 15, 2019.

 

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 of NewYork, 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. CWCAM believes that it has performed its obligations under the relatedpooling and servicing agreements in good faith and the remaining allegations inthe New Complaint are without merit. CWCAM intends to vigorously contest eachof the remaining claims.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in the prospectusof the issuing entity filed in a 424(b)(2) filing dated March 9, 2016, (i)Midland Loan Services, a Division of PNC Bank, National Association, the masterservicer under the GSMS 2016-GS2 pooling and servicing agreement, pursuant towhich the Twenty Ninth Street Retail mortgage loan is serviced, is also themaster servicer under the MSC 2015-UBS8 pooling and servicing agreement,pursuant to which the 525 Seventh Avenue and Ellenton Premium Outlets mortgageloans are serviced, and a sub-servicer under the BACM 2016-UBS10 pooling andservicing agreement, pursuant to which the Grove City Premium Outlets mortgageloan is serviced, and the MSBAM 2016-C29 pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced; (ii)Wells Fargo Bank, National Association, the master servicer under the BACM2016-UBS10 pooling and servicing agreement, pursuant to which the Grove CityPremium Outlets mortgage loan is serviced, and the MSBAM 2016-C29 pooling andservicing agreement, pursuant to which the Gulfport Premium Outlets mortgageloan is serviced, is also the master servicer under the MSBAM 2016-C28 poolingand servicing agreement, pursuant to which the Princeton Pike Corporate Centermortgage loan is serviced, the custodian under the MSC 2016-UBS9 pooling andservicing agreement and the custodian under each Outside Pooling and ServicingAgreement pursuant to which the outside serviced mortgage loans are currentlyserviced; and (iii) Rialto Capital Advisors, LLC, the special servicer underthe BACM 2016-UBS10 pooling and servicing agreement, pursuant to which theGrove City Premium Outlets mortgage loan is serviced, and the MSBAM 2016-C29pooling and servicing agreement, pursuant to which the Gulfport Premium Outletsmortgage loan is serviced, is also the special servicer under the MSC 2015-UBS8pooling and servicing agreement, pursuant to which the 525 Seventh Avenue andEllenton Premium Outlets mortgage loans are serviced.

 

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

 

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

 

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

 

MaterialInstance of Noncompliance

 

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

 

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

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

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

  

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**Part IV**

 

**Item15. Exhibits, Financial Statement Schedules.**

 

(a) Exhibits.

 

(4.1)Pooling and Servicing Agreement, dated as of March 1,2016, between Morgan Stanley Capital I Inc., as depositor, KeyBank NationalAssociation, as master servicer, CWCapital Asset Management LLC, as specialservicer, Park Bridge Lender Services LLC, as operating advisor and assetrepresentations reviewer, and Wells Fargo Bank, National Association, as trustee,certificate administrator, certificate registrar, authenticating agent andcustodian (filed as Exhibit 4.1 to the registrant's Current Report on Form8-K/A filed on March 16, 2016 under SEC File No. 333-206582-01 and incorporatedby reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of December1, 2015, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC, astrust advisor, and Wells Fargo Bank, National Association, as trustee,certificate administrator and custodian, relating to the MSC 2015-UBS8securitization transaction, pursuant to which the 525 Seventh Avenue MortgageLoan and the Ellenton Premium Outlets Mortgage Loan are serviced (filed asExhibit 4.2 to the registrant's Current Report on Form 8-K filed on March 9,2016 under SEC File No. 333-206582-01 and incorporated by reference herein).

 

(4.3)Trust and Servicing Agreement, dated as of December 22,2015, between Credit Suisse First Boston Mortgage Securities Corp., asdepositor, KeyBank National Association, as servicer, AEGON USA RealtyAdvisors, LLC, as special servicer, Wells Fargo Bank, National Association, ascertificate administrator, and Wells Fargo Bank, National Association, astrustee, relating to the CSMC 2015-GLPB securitization transaction, pursuant towhich the GLP Industrial Portfolio B Mortgage Loan is serviced (filed asExhibit 4.3 to the registrant's Current Report on Form 8-K filed on March 9,2016 under SEC File No. 333-206582-01 and incorporated by reference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of February 1,2016, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, C-IIIAsset Management LLC, as special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, U.S. Bank National Association, astrustee, Park Bridge Lender Services LLC, as operating advisor, and Park BridgeLender Services LLC, as asset representations reviewer, relating to the MSBAM2016-C28 securitization transaction, pursuant to which the Princeton PikeCorporate Center Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on March 9, 2016 under SEC FileNo. 333-206582-01 and incorporated by reference herein).

 

(4.5)Pooling and Servicing Agreement, dated as of May 1,2016, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor andasset representations reviewer, Wells Fargo Bank, National Association, ascustodian, certificate administrator, certificate registrar and authenticatingagent, and Wilmington Trust, National Association, as trustee, relating to theMSBAM 2016-C29 securitization transaction, pursuant to which the GulfportPremium Outlets Mortgage Loan is serviced (filed as Exhibit 4.5 to theregistrant's Current Report on Form 8-K filed on May 11, 2016 under SEC FileNo. 333-206582-01 and incorporated by reference herein).

 

(4.6)Pooling and Servicing Agreement, dated as of May 1,2016, between GS Mortgage Securities Corporation II, as depositor, Midland LoanServices, a Division of PNC Bank, National Association, as master servicer,Torchlight Loan Services, LLC, as a special servicer, Rialto Capital Advisors,LLC, as a special servicer, Pentalpha Surveillance LLC, as operating advisorand asset representations reviewer, and Wells Fargo Bank, National Association,as trustee, custodian, certificate administrator, certificate registrar andauthenticating agent, relating to the GSMS 2016-GS2 securitization transaction,pursuant to which the Twenty Ninth Street Retail Mortgage Loan is serviced(filed as Exhibit 4.6 to the registrant's Current Report on Form 8-K filed onJune 6, 2016 under SEC File No. 333-206582-01 and incorporated by referenceherein).

 

(4.7)Pooling and Servicing Agreement, dated as of June 1,2016, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, RialtoCapital Advisors, LLC, as special servicer, Park Bridge Lender Services LLC, asoperating advisor and asset representations reviewer, Wells Fargo Bank,National Association, as custodian, certificate administrator, certificateregistrar and authenticating agent, and Wilmington Trust, National Association,as trustee, relating to the BACM 2016-UBS10 securitization transaction,pursuant to which the Grove City Premium Outlets Mortgage Loan is serviced(filed as Exhibit 4.7 to the registrant's Current Report on Form 8-K filed onJune 13, 2016 under SEC File No. 333-206582-01 and incorporated by referenceherein).

 

(31)  Rule13a-14(d)/15d-14(d) Certification.

 

(33)  Reports onassessment of compliance with servicing criteria for asset-backed securities.

 

33.1  WellsFargo Bank, National Association, as Certificate Administrator

 

33.2  WellsFargo Bank, National Association, as Custodian

 

33.3  KeyBankNational Association, as Master Servicer

 

33.4  CWCapitalAsset Management LLC, as Special Servicer

 

33.5  ParkBridge Lender Services LLC, as Operating Advisor

 

33.6  BerkadiaCommercial Mortgage LLC, as Primary Servicer

 

33.7  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/19 to12/31/19) and Ellenton Premium Outlets (from 1/1/19 to 12/31/19)

 

33.8  KeyBankNational Association, as Master Servicer under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19) (see Exhibit33.3)

 

33.9  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party:Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

33.10  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSBAM 2016-C28 securitization, pursuant to which the following mortgageloans were serviced by such party: Princeton Pike Corporate Center (from 1/1/19to 12/31/19)

 

33.11  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

33.12  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/19 to 12/31/19) (see Exhibit 33.7)

 

33.13  WellsFargo Bank, National Association, as Master Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.9)

 

33.14Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.7)

 

33.15  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe BACM 2016-UBS10 securitization, pursuant to which the following mortgageloans were serviced by such party: Grove City Premium Outlets (from 1/1/19 to12/31/19) (see Exhibit 33.10)

 

33.16  NationalTax Search, LLC, as Servicing Function Participant under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.11)

 

33.17  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.9)

 

33.18Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.7)

 

33.19  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSBAM 2016-C29 securitization, pursuant to which the following mortgageloans were serviced by such party: Gulfport Premium Outlets (from 1/1/19 to12/31/19) (see Exhibit 33.10)

 

33.20  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.11)

 

33.21  RialtoCapital Advisors, LLC, as Special Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/19 to 12/31/19) and Ellenton Premium Outlets(from 1/1/19 to 12/31/19)

 

33.22  AEGONUSA Realty Advisors, LLC, as Special Servicer under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19)

 

33.23  C-IIIAsset Management LLC, as Special Servicer under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

33.24  LNRPartners, LLC, as Special Servicer under the GSMS 2016-GS2 securitization,pursuant to which the following mortgage loans were serviced by such party:Twenty Ninth Street Retail (from 11/5/19 to 12/31/19)

 

33.25  RialtoCapital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.21)

 

33.26  RialtoCapital Advisors, LLC, as Special Servicer under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.21)

 

33.27  TorchlightLoan Services, LLC, as Special Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/19 to 11/4/19)

 

33.28  WellsFargo Bank, National Association, as Custodian under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/19 to 12/31/19) and Ellenton PremiumOutlets (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.29  WellsFargo Bank, National Association, as Custodian under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19) (see Exhibit33.2)

 

33.30  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19) (see Exhibit33.2)

 

33.31  WellsFargo Bank, National Association, as Custodian under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/19 to 12/31/19) (see Exhibit33.2)

 

33.32  WellsFargo Bank, National Association, as Custodian under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.2)

 

33.33  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit33.2)

 

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

 

34.1  WellsFargo Bank, National Association, as Certificate Administrator

 

34.2  WellsFargo Bank, National Association, as Custodian

 

34.3  KeyBankNational Association, as Master Servicer

 

34.4  CWCapitalAsset Management LLC, as Special Servicer

 

34.5  ParkBridge Lender Services LLC, as Operating Advisor

 

34.6  BerkadiaCommercial Mortgage LLC, as Primary Servicer

 

34.7  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/19 to12/31/19) and Ellenton Premium Outlets (from 1/1/19 to 12/31/19)

 

34.8  KeyBankNational Association, as Master Servicer under the CSMC 2015-GLPB securitization,pursuant to which the following mortgage loans were serviced by such party: GLPIndustrial Portfolio B (from 1/1/19 to 9/26/19) (see Exhibit 34.3)

 

34.9  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

34.10  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSBAM 2016-C28 securitization, pursuant to which the following mortgageloans were serviced by such party: Princeton Pike Corporate Center (from 1/1/19to 12/31/19)

 

34.11  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

34.12  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/19 to 12/31/19) (see Exhibit 34.7)

 

34.13  WellsFargo Bank, National Association, as Master Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.9)

 

34.14Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.7)

 

34.15  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe BACM 2016-UBS10 securitization, pursuant to which the following mortgageloans were serviced by such party: Grove City Premium Outlets (from 1/1/19 to12/31/19) (see Exhibit 34.10)

 

34.16  NationalTax Search, LLC, as Servicing Function Participant under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.11)

 

34.17  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.9)

 

34.18Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization, pursuantto which the following mortgage loans were serviced by such party: GulfportPremium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.7)

 

34.19  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSBAM 2016-C29 securitization, pursuant to which the following mortgageloans were serviced by such party: Gulfport Premium Outlets (from 1/1/19 to12/31/19) (see Exhibit 34.10)

 

34.20  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.11)

 

34.21  RialtoCapital Advisors, LLC, as Special Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/19 to 12/31/19) and Ellenton PremiumOutlets (from 1/1/19 to 12/31/19)

 

34.22  AEGONUSA Realty Advisors, LLC, as Special Servicer under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19)

 

34.23  C-IIIAsset Management LLC, as Special Servicer under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

34.24  LNRPartners, LLC, as Special Servicer under the GSMS 2016-GS2 securitization,pursuant to which the following mortgage loans were serviced by such party:Twenty Ninth Street Retail (from 11/5/19 to 12/31/19)

 

34.25  RialtoCapital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.21)

 

34.26  RialtoCapital Advisors, LLC, as Special Servicer under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.21)

 

34.27  TorchlightLoan Services, LLC, as Special Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/19 to 11/4/19)

 

34.28  WellsFargo Bank, National Association, as Custodian under the MSC 2015-UBS8 securitization,pursuant to which the following mortgage loans were serviced by such party: 525Seventh Avenue (from 1/1/19 to 12/31/19) and Ellenton Premium Outlets (from1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.29  WellsFargo Bank, National Association, as Custodian under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19) (see Exhibit34.2)

 

34.30  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19) (see Exhibit34.2)

 

34.31  WellsFargo Bank, National Association, as Custodian under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/19 to 12/31/19) (see Exhibit34.2)

 

34.32  WellsFargo Bank, National Association, as Custodian under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit34.2)

 

34.33  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

(35). Servicer compliancestatement.

 

35.1  WellsFargo Bank, National Association, as Certificate Administrator

 

35.2  WellsFargo Bank, National Association, as Custodian

 

35.3  KeyBankNational Association, as Master Servicer

 

35.4  CWCapitalAsset Management LLC, as Special Servicer

 

35.5  BerkadiaCommercial Mortgage LLC, as Primary Servicer

 

35.6  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/19 to12/31/19) and Ellenton Premium Outlets (from 1/1/19 to 12/31/19)

 

35.7  KeyBankNational Association, as Master Servicer under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19) (see Exhibit35.3)

 

35.8  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19)

 

35.9  MidlandLoan Services, a Division of PNC Bank, National Association, as Master Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/19 to 12/31/19) (see Exhibit 35.6)

 

35.10  Wells FargoBank, National Association,as Master Servicer under the BACM 2016-UBS10 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/19 to 12/31/19) (see Exhibit 35.8)

 

35.11Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.6)

 

35.12  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/19 to 12/31/19) (see Exhibit 35.8)

 

35.13Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization, pursuantto which the following mortgage loans were serviced by such party: GulfportPremium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.6)

 

35.14  RialtoCapital Advisors, LLC, as Special Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/19 to 12/31/19) and Ellenton PremiumOutlets (from 1/1/19 to 12/31/19)

 

35.15  Rialto CapitalAdvisors, LLC,as Special Servicer under the BACM 2016-UBS10 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/19 to 12/31/19) (see Exhibit 35.14)

 

35.16  Rialto CapitalAdvisors, LLC,as Special Servicer under the MSBAM 2016-C29 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Gulfport PremiumOutlets (from 1/1/19 to 12/31/19) (see Exhibit 35.14)

 

35.17  WellsFargo Bank, National Association, as Custodian under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/19 to 12/31/19) and Ellenton PremiumOutlets (from 1/1/19 to 12/31/19) (see Exhibit 35.2)

 

35.18  WellsFargo Bank, National Association, as Custodian under the CSMC 2015-GLPBsecuritization, pursuant to which the following mortgage loans were serviced bysuch party: GLP Industrial Portfolio B (from 1/1/19 to 9/26/19) (see Exhibit35.2)

 

35.19  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced bysuch party: Princeton Pike Corporate Center (from 1/1/19 to 12/31/19) (seeExhibit 35.2)

 

35.20  WellsFargo Bank, National Association, as Custodian under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/19 to 12/31/19) (see Exhibit35.2)

 

35.21  WellsFargo Bank, National Association, as Custodian under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced bysuch party: Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit35.2)

 

35.22  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C29securitization, pursuant to which the following mortgage loans were serviced bysuch party: Gulfport Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit35.2)

 

(99.1)Mortgage Loan Purchase Agreement, dated February 19,2016, 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 filed on March 9, 2016 under SEC File No. 333-206582-01 and incorporated byreference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated February 19,2016, 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 filed on March 9, 2016 under SEC File No. 333-206582-01 and incorporated byreference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated February 19,2016, between Morgan Stanley Capital I Inc. and UBS Real Estate Securities Inc.(filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filed onMarch 9, 2016 under SEC File No. 333-206582-01 and incorporated by referenceherein).

 

(99.4)Agreement Between Note Holders, dated as of March 8,2016, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, and UBS Real Estate SecuritiesInc., as Initial Note A-4 Holder, relating to the 2100 Ross loan combination(filed as Exhibit 99.4 to the registrant's Current Report on Form 8-K filed onMarch 9, 2016 under SEC File No. 333-206582-01 and incorporated by referenceherein).

 

(99.5)Agreement Between Note Holders, dated as of March 8,2016, between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the Twenty NinthStreet Retail loan combination (filed as Exhibit 99.5 to the registrant'sCurrent Report on Form 8-K filed on March 9, 2016 under SEC File No.333-206582-01 and incorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated as of March 8,2016, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the Gateway Plaza loancombination (filed as Exhibit 99.6 to the registrant's Current Report on Form8-K filed on March 9, 2016 under SEC File No. 333-206582-01 and incorporated byreference herein).

 

(99.7)Amended and Restated Agreement Between Note Holders,dated as of March 8, 2016, between UBS Real Estate Securities Inc., as InitialNote A-1 Holder, Wells Fargo Bank, National Association as MSC 2015-UBS8trustee, as Initial Note A-2 Holder, UBS Real Estate Securities Inc., asInitial Note A-3 Holder, and UBS Real Estate Securities Inc., as Initial NoteA-4 Holder, relating to the 525 Seventh Avenue loan combination (filed asExhibit 99.7 to the registrant's Current Report on Form 8-K filed on March 9,2016 under SEC File No. 333-206582-01 and incorporated by reference herein).

 

(99.8)Co-Lender Agreement, dated as of December 22, 2015,between Column Financial, Inc., as Initial Note A-1 Holder, Morgan StanleyMortgage Capital Holdings LLC, as Initial Note A-2 Holder, Column Financial,Inc., as Initial Note A-3 Holder, Morgan Stanley Bank, N.A., as Initial NoteA-4 Holder, Column Financial, Inc., as Initial Note B-1 Holder, and MorganStanley Mortgage Capital Holdings LLC, as Initial Note B-2 Holder, relating tothe GLP Industrial Portfolio B loan combination (filed as Exhibit 99.8 to theregistrant's Current Report on Form 8-K filed on March 9, 2016 under SEC FileNo. 333-206582-01 and incorporated by reference herein), as amended andrestated pursuant to that certain Amended and Restated Co-Lender Agreement,dated as of May 26, 2016, between Wells Fargo Bank, National Association, notin its individual capacity but solely as trustee for the benefit of the Holdersof the CSMC 2015-GLPB Mortgage Trust Commercial Mortgage Pass-ThroughCertificates, as the Holder of Note A-1, Note A-2, Note B-1 and Note B-2, ColumnFinancial, Inc., as the Holder of Note A-3-1 and Note A-3-2, and Wells FargoBank, National Association, not in its individual capacity but solely astrustee for the benefit of the Holders of the MSC 2016-UBS9 Mortgage TrustCommercial Mortgage Pass-Through Certificates, as the Holder of Note A-4 (filedas Exhibit 99.16 to the registrant's Current Report on Form 8-K filed on June2, 2016 under SEC File No. 333-206582-01 and incorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as ofFebruary19, 2016, between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, MorganStanley Bank, N.A., as Initial Note A-2 Holder, and Morgan Stanley Bank, N.A.,as Initial Note A-3 Holder, relating to the Princeton Pike Corporate Centerloan combination (filed as Exhibit 99.9 to the registrant's Current Report onForm 8-K filed on March 9, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein), as amended and restated pursuant to thatcertain Amended and Restated Agreement Between Note Holders, dated as of April21, 2016, between U.S. Bank National Association, as trustee for Morgan StanleyBank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-ThroughCertificates, Series 2016-C28, as Note A-1 Holder, Wells Fargo Bank, NationalAssociation, as trustee for Morgan Stanley Capital I Trust 2016-UBS9, CommercialMortgage Pass-Through Certificates, Series 2016-UBS9, as Note A-2 Holder,Morgan Stanley Bank, N.A., as Note A-3 Holder, and Morgan Stanley Bank, N.A.,as Note A-4 Holder (filed as Exhibit 99.15 to the registrant's Current Reporton Form 8-K filed on April 26, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein).

 

(99.10)Agreement Between Note Holders, dated as ofNovember 5,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, and Bank of America, NationalAssociation, as Initial Note A-4 Holder, relating to the Ellenton PremiumOutlets loan combination (filed as Exhibit 99.10 to the registrant's CurrentReport on Form 8-K filed on March 9, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein).

 

(99.11)Amended and Restated Agreement Between Note Holders,dated as of March 8, 2016, between Wells Fargo Bank, National Association, asMSC 2015-UBS8 trustee, as Initial Note A-1 Holder, UBS Real Estate SecuritiesInc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc., as InitialNote A-3 Holder, UBS Real Estate Securities Inc., as Initial Note A-4 Holder,and Bank of America, National Association, as Initial Note A-5 Holder, relatingto the Grove City Premium Outlets loan combination (filed as Exhibit 99.11 tothe registrant's Current Report on Form 8-K filed on March 9, 2016 under SECFile No. 333-206582-01 and incorporated by reference herein).

 

(99.12)Agreement Between Note Holders, dated as of November 5,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, UBSReal Estate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the Gulfport PremiumOutlets loan combination (filed as Exhibit 99.12 to the registrant's CurrentReport on Form 8-K filed on March 9, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein).

 

(99.13)Amended and Restated Subservicing Agreement, dated asof January 18, 2013 between KeyBank National Association (as successor bymerger to KeyCorp Real Estate Capital Markets, Inc.), as master servicer, andBerkadia Commercial Mortgage LLC, as subservicer (filed as Exhibit 99.13 to theregistrant's Current Report on Form 8-K/A filed on March 16, 2016 under SECFile No. 333-206582-01 and incorporated by reference herein).

 

(99.14)Subservicing Agreement, dated as of March 1, 2016between KeyBank National Association, as master servicer, and BerkadiaCommercial Mortgage LLC, as subservicer (filed as Exhibit 99.14 to theregistrant's Current Report on Form 8-K/A filed on March 16, 2016 under SECFile No. 333-206582-01 and incorporated 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, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 26, 2020