**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

(Mark One)

**x****  ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the fiscal year ended December 31, 2021or**

**o**** ****TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-206847-01**

**Central Index Key Number of the issuing entity:0001665081**

**Morgan Stanley Bank of AmericaMerrill Lynch Trust 2016-C28**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001005007**

**Banc of America Merrill LynchCommercial Mortgage Inc.**

**(exact name of the depositor as specified in itscharter)**

** **

**Central Index Key Number of the sponsor: 0001102113**

**Bank of America, NationalAssociation**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001541557**

**Morgan Stanley Mortgage CapitalHoldings LLC**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001548567**

**CIBC Inc.**

**(exact name of the sponsor as specified in its charter)**

** **

**Central Index Key Number of the sponsor: 0001682532**

**Starwood Mortgage Funding III LLC**

**(exact name of the sponsor as specified in its charter)**

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-3991327**

**38-3991328**

**38-7145089**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephone number,including area code:**

**(646) 855-3953**

Securities registered pursuant to Section 12(b) of the Act:

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

 

Securities registered pursuant to Section 12(g) of theAct:  None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  o Yes ⌧No

Indicate by check mark if the registrant is not required tofile reports pursuant to Section 13 or Section 15(d) of the Act.  o Yes ⌧No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  ⌧ Yes oNo

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

Indicate by check mark whether the registrant is a largeaccelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large acceleratedfiler        o                                                                                                       Acceleratedfiler                                     o

Non-acceleratedfiler          ⌧  (Do not check ifa smaller reporting company)                          Smaller reportingcompany                    o

                                                                                                                                                       Emerging growthcompany                    o

If an emerging growth company, indicate by check mark if theregistrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant toSection 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed areport 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. o

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  o Yes ⌧ No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  oYes oNo

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

** **

**EXPLANATORY NOTES**

The Princeton Pike Corporate Center MortgageLoan and the Le Meridien Cambridge MIT Mortgage Loan, which constitutedapproximately 5.2% and 3.1%, respectively, of the asset pool of the issuingentity as of its cut-off date, are each an asset of the issuing entity and areeach part of a loan combination that includes the Princeton Pike CorporateCenter Mortgage Loan or the Le Meridien Cambridge MIT Mortgage Loan and twoother *pari passu* loans, which are not assets of the issuing entity.These loan combinations, including the Princeton Pike Corporate Center MortgageLoan and the Le Meridien Cambridge MIT Mortgage Loan, are being serviced andadministered pursuant to the Pooling and Servicing Agreement, which isincorporated by reference as Exhibit 4.1 to this Annual Report on Form 10-K. 

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the University West Apartments Mortgage Loan,which constituted approximately 1.9% of the asset pool of the issuing entity asof its cut-off date.  The University West Apartments Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theUniversity West Apartments Mortgage Loan and one other *pari passu* loan,which is not an asset of the issuing entity. The other *pari passu*portion of the loan combination was securitized in the Morgan Stanley Bank ofAmerica Merrill Lynch Trust 2015-C27 transaction, Commission File Number333-180779-20 (the “MSBAM 2015-C27 Transaction”). This loan combination,including the University West Apartments Mortgage Loan, is being serviced andadministered pursuant to the pooling and servicing agreement for the MSBAM2015-C27 Transaction, which is incorporated by reference as Exhibit 4.2 to thisAnnual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Ellenton Premium Outlets Mortgage Loan,which constituted approximately 7.5% of the asset pool of the issuing entity asof its cut-off date.  The Ellenton Premium Outlets Mortgage Loan is anasset of the issuing entity and is part of a loan combination that includes theEllenton Premium Outlets Mortgage Loan and three other *pari passu* loans,which are not assets of the issuing entity. A *pari passu* portion of theloan combination was securitized in the Morgan Stanley Capital I Trust2015-UBS8 transaction, Commission File Number 333-180779-21 (the “MSC2015-UBS8 Transaction”). This loan combination, including the EllentonPremium Outlets Mortgage Loan, is being serviced and administered pursuant tothe pooling and servicing agreement for the MSC 2015-UBS8 Transaction, which isincorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

The Exhibit Index describesexhibits provided by certain parties (in their capacities indicated on theExhibit Index) with respect to the Penn Square Mall Mortgage Loan, whichconstituted approximately 9.4% of the asset pool of the issuing entity as ofits cut-off date.  The Penn Square Mall Mortgage Loan is an asset of theissuing entity and is part of a loan combination that includes the Penn SquareMall Mortgage Loan and two other *pari passu* loans and one subordinatecompanion loan, which are not assets of the issuing entity. A *pari passu*portion of the loan combination was securitized in the Morgan Stanley Capital ITrust 2016-PSQ transaction (the “MSC 2016-PSQ Transaction”). This loancombination, including the Penn Square Mall Mortgage Loan, is being servicedand administered pursuant to the trust and servicing agreement for the MSC2016-PSQ Transaction, which is incorporated by reference as Exhibit 4.4 to thisAnnual Report on Form 10-K.

The master servicer of a poolingand servicing agreement or trust and servicing agreement also functions as theprimary servicer of the related mortgage loans serviced and administeredpursuant to such agreement unless a separate primary servicer is identifiedherein.  If this report does not identify a separate primary servicer, theservicer compliance statement provided by the master servicer under any suchagreement also encompasses its responsibilities as primary servicer of therelated mortgage loan or mortgage loans.

Wells Fargo Bank, NationalAssociation is the master servicer and certificate administrator of themortgage loans serviced under the Pooling and Servicing Agreement, the primaryservicer of the University West Apartments Mortgage Loan and the primaryservicer and special servicer of the Penn Square Mall Mortgage Loan. As aresult, Wells Fargo Bank, National Association is a “servicer” as defined inItem 1108(a)(2)(iii) of Regulation AB, in the capacities described above,because it is servicing mortgage loans that constituted 10% or more of theassets of the issuing entity as of its cut-off date. The assessments ofcompliance with applicable servicing criteria, accountants’ attestation reportsand servicer compliance statements delivered by Wells Fargo Bank, NationalAssociation in the capacities described above are listed in the Exhibit Index.

Wells Fargo Bank, National Association is the custodian ofthe mortgage loans serviced under the Pooling and Servicing Agreement, the PennSquare Mall Mortgage Loan, the Ellenton Premium Outlets Mortgage Loan and theUniversity West Apartments Mortgage Loan.  As a result, Wells Fargo Bank,National Association is a servicing function participant in the capacitiesdescribed above, because it is servicing mortgage loans that constituted 5% ormore of the assets of the issuing entity as of its cut-off date. Theassessments of compliance with applicable servicing criteria and accountants’attestation reports delivered by Wells Fargo Bank, National Association in thecapacities described above are listed in the Exhibit Index.

Wells Fargo Bank, NationalAssociation acts as trustee of the Ellenton Premium Outlets MortgageLoan.  Pursuant to the pooling and servicing agreement for the MSC2015-UBS8 Transaction, the trustee is required to provide an assessment ofcompliance with applicable servicing criteria solely with respect to Item1122(d)(2)(iii) of Regulation AB (regarding advances of funds or guaranteesregarding collections, cash flows or distributions, and any interest or otherfees charged for such advances, are made, reviewed and approved as specified inthe transaction agreements). However, during the reporting period, the trusteedid not perform any servicing function with respect to the servicing criteriaspecified in Item 1122(d)(2)(iii) of Regulation AB.  The master serviceror the special servicer, to the extent required, performed the servicingfunction identified with respect to Item 1122(d)(2)(iii) of Regulation AB, andeach such party included Item 1122(d)(2)(iii) of Regulation AB in theassessment of compliance with applicable servicing criteria and accountant’sattestation report for the subject transaction.  As a result, this AnnualReport on Form 10-K does not include an assessment of compliance withapplicable servicing criteria of the trustee. One or more other servicers ofthe Ellenton Premium Outlets Mortgage Loan have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

U.S. Bank National Associationacts as trustee of the mortgage loans serviced under the Pooling and ServicingAgreement.  Pursuant to the Pooling and Servicing Agreement, the trusteeis required to provide an assessment of compliance with applicable servicingcriteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB(regarding advances of funds or guarantees regarding collections, cash flows ordistributions, and any interest or other fees charged for such advances, aremade, reviewed and approved as specified in the transaction agreements).However, during the reporting period, the trustee did not perform any servicingfunction with respect to the servicing criteria specified in Item1122(d)(2)(iii) of Regulation AB.  The master servicer or the special servicer,to the extent required, performed the servicing function identified withrespect to Item 1122(d)(2)(iii) of Regulation AB, and each such party includedItem 1122(d)(2)(iii) of Regulation AB in the assessment of compliance withapplicable servicing criteria and accountant’s attestation report for thesubject transaction.  As a result, this Annual Report on Form 10-K doesnot include an assessment of compliance with applicable servicing criteria ofthe trustee. One or more other servicers of  the mortgage loans servicedunder the Pooling and Servicing Agreement have delivered one or moreassessments of compliance with respect to Item 1122(d)(2)(iii) of RegulationAB.

Wilmington Trust, NationalAssociation acts as trustee of the University West Apartments Mortgage Loan andthe Penn Square Mall Mortgage Loan.  Pursuant to the pooling and servicingagreement for the MSBAM 2015-C27 Transaction and the trust and servicingagreement for the MSC 2016-PSQ Transaction, the trustee is required to provide anassessment of compliance with applicable servicing criteria solely with respectto Item 1122(d)(2)(iii) of Regulation AB (regarding advances of funds orguarantees regarding collections, cash flows or distributions, and any interestor other fees charged for such advances, are made, reviewed and approved asspecified in the transaction agreements). However, during the reporting period,the trustee did not perform any servicing function with respect to theservicing criteria specified in Item 1122(d)(2)(iii) of Regulation AB. The master servicer or the special servicer, to the extent required, performedthe servicing function identified with respect to Item 1122(d)(2)(iii) ofRegulation AB, and each such party included Item 1122(d)(2)(iii) of RegulationAB in the assessment of compliance with applicable servicing criteria andaccountant’s attestation report for the subject transaction.  As a result,this Annual Report on Form 10-K does not include an assessment of compliancewith applicable servicing criteria of the trustee. One or more other servicersof the University West Apartments Mortgage Loan and the Penn Square MallMortgage Loan have delivered one or more assessments of compliance with respectto Item 1122(d)(2)(iii) of Regulation AB.

This Annual Report on Form 10-Kincludes assessments of compliance with applicable servicing criteria andaccountants’ attestation reports from CoreLogic Solutions, LLC.  Thisentity was engaged by the master servicer under the Pooling and ServicingAgreement and the primary servicer of the University West Apartments MortgageLoan and the Penn Square Mall Mortgage Loan to remit tax payments received fromthe escrow accounts of borrowers to local taxing authorities, to report taxamounts due, to verify tax parcel information, and to verify non-escrow taxpayments. These servicing functions are included within the servicing criteriaset forth in Items 1122(d)(4)(xi) and 1122(d)(4)(xii) of Regulation AB. Therefore, under the principles-based definition of “servicer” set forth in Item1101(j) of Regulation AB that looks to the functions that an entity performs,this vendor is a “servicer” for the purposes of Item 1122 of RegulationAB.  *See* Compliance and Disclosure Interpretations, Section 301.01(Item 1101(j)).

This Annual Report on Form 10-Kincludes an assessment of compliance with applicable servicing criteria,accountants’ attestation report and servicer compliance statement fromComputershare Trust Company, National Association (“CTCNA”).  CTCNAwas engaged by Wells Fargo Bank, National Association (“Wells Fargo”),in its capacity as certificate administrator and custodian, to perform certainspecified servicing functions identified in the assessment of compliance withapplicable servicing criteria and accountants’ attestation reports.  WellsFargo engaged CTCNA in connection with the sale of Wells Fargo’s corporatetrust services business to CTCNA and its affiliates.  Further, under theprinciples-based definition of “servicer” set forth in Item 1101(j) of RegulationAB that looks to the functions that an entity performs, this party is a“servicer” for the purposes of Item 1123 of Regulation AB.  See Complianceand Disclosure Interpretations, Section 301.01 (Item 1101(j)).

Theassessments of compliance with applicable servicing criteria, accountants’attestation reports and servicer compliance statements of the certificateadministrator of the University West Apartments Mortgage Loan, the EllentonPremium Outlets Mortgage Loan and the Penn Square Mall Mortgage Loan areomitted from this Annual Report on Form 10-K as the certificate administratorpursuant to the related pooling and servicing agreement or trust and servicingagreement does not perform any activities that address servicing criteria withrespect to the issuing entity and because they are each not a “servicer” thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

With respect to the *pari passu*loan combinations that include the University West Apartments Mortgage Loan andthe Ellenton Premium Outlets Mortgage Loan, (i) the reports on assessment ofcompliance with servicing criteria and attestation reports on assessment ofcompliance with servicing criteria of CWCapital Asset Management LLC as specialservicer of the University West Apartments Mortgage Loan and Situs Holdings,LLC as trust advisor of the University West Apartments Mortgage Loan, listed onthe Exhibit Index are omitted from this Annual Report on Form 10-K as they arenot required to be included on this Annual Report on Form 10-K per Instruction3 to Item 1122 of Regulation AB because they are parties performing activitiesthat address servicing criteria relating to 5% or less of the assets of theissuing entity; and (ii) the servicer compliance statements of CWCapital AssetManagement LLC as special servicer of the University West Apartments MortgageLoan, Midland Loan Services, a Division of PNC Bank, National Association asprimary servicer of the Ellenton Premium Outlets Mortgage Loan and RialtoCapital Advisors, LLC as special servicer of the Ellenton Premium OutletsMortgage Loan, listed on the Exhibit Index are omitted from this Annual Reporton Form 10-K as they are not required by Item 1123 of Regulation AB to beincluded on this Annual Report on Form 10-K because they are each anunaffiliated party that is not a “servicer” that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB.

**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.**

Not applicable.

**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 ofFinancial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants 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 CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain BeneficialOwners and Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

No single obligor represents 10% or more of the pool assetsheld by the issuing entity. 

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no materialpending legal proceeding involving the trust or any party related to the trust,other than routine litigation incidental to the duties of those respectiveparties, and the following, with respect to U.S. Bank National Association, astrustee, Wells Fargo Bank, National Association, as trustee, as certificateadministrator and as custodian, and CWCapital Asset Management LLC, as specialservicer.

U.S. Bank National Association (“U.S. Bank”) and other largefinancial institutions have been sued in their capacity as trustee or successortrustee for certain residential mortgage backed securities ("RMBS")trusts.  The complaints, primarily filed by investors or investor groupsagainst U.S. Bank and similar institutions, allege the trustees caused losses toinvestors as a result of alleged failures by the sponsors, mortgage loansellers and servicers to comply with the governing agreements for these RMBStrusts.  Plaintiffs generally assert causes of action based upon thetrustees’ purported failures to enforce repurchase obligations of mortgage loansellers for alleged breaches of representations and warranties, notifysecurityholders of purported events of default allegedly caused by breaches ofservicing standards by mortgage loan servicers and abide by a heightenedstandard of care following alleged events of default.  

 

U.S. Bank denies liability and believes that it hasperformed its obligations under the RMBS trusts in good faith, that its actionswere not the cause of losses to investors, that it has meritorious defenses,and it has contested and intends to continue contesting the plaintiffs’ claimsvigorously.  However, U.S. Bank cannot assure you as to the outcome of anyof the litigation, or the possible impact of these litigations on the trustee orthe RMBS trusts.  

 

On March 9, 2018, a law firm purporting to represent fifteenDelaware statutory trusts (the “DSTs”) that issued securities backed by studentloans (the “Student Loans”) filed a lawsuit in the Delaware Court of Chanceryagainst U.S. Bank National Association (“U.S. Bank”) in its capacities asindenture trustee and successor special servicer, and three other institutionsin their respective transaction capacities, with respect to the DSTs and theStudent Loans.  This lawsuit is captioned *The National CollegiateStudent Loan Master Trust I, et al. v. U.S. Bank National Association, et al.*,C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”).  The complaint,as amended on June 15, 2018, alleged that the DSTs have been harmed as a resultof purported misconduct or omissions by the defendants concerningadministration of the trusts and special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have madeassertions against U.S. Bank concerning special servicing that appear to bebased on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 

U.S. Bank has filed a motion seeking dismissal of theoperative complaint in its entirety with prejudice pursuant to Chancery Court Rules12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while otherprior filed disputes involving the DSTs and the Student Loans arelitigated.  On November 7, 2018, the Court ruled that the case should bestayed in its entirety pending resolution of the first-filed cases.  OnJanuary 21, 2020, the Court entered an order consolidating for pretrialpurposes the NCMSLT Action and three other lawsuits pending in the DelawareCourt of Chancery concerning the DSTs and the Student Loans, which remainspending.  

U.S. Bank deniesliability in the NCMSLT Action and believes it has performed its obligations asindenture trustee and special servicer in good faith and in compliance in allmaterial respects with the terms of the agreements governing the DSTs and thatit has meritorious defenses.  It has contested and intends to continuecontesting the plaintiffs’ claims vigorously.

 

In December 2014, Phoenix LightSF Limited and certain related entities and the National Credit UnionAdministration (NCUA) filed complaints in the United States District Court forthe Southern District of New York against Wells Fargo Bank, alleging claimsagainst Wells Fargo Bank in its capacity as trustee for a number of residentialmortgage-backed securities trusts. Complaints raising similar allegations havebeen filed by Commerzbank AG in the Southern District of New York and by IKBInternational and IKB Deutsche Industriebank in New York state court. In eachcase, the plaintiffs allege that Wells Fargo Bank, 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. Wells FargoBank previously settled two class action lawsuits with similar allegations thatwere filed in November 2014 and December 2016 by institutional investors in theSouthern District of New York and New York state court, respectively. Inaddition, Park Royal I LLC and Park Royal II LLC have filed complaints in NewYork state court alleging Wells Fargo Bank, N.A., as trustee, failed to takeappropriate actions upon learning of defective mortgage loan documentation. InMarch 2021, the Company entered into an agreement to resolve the case filed bythe NCUA.

 

In addition to the foregoingcases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”)and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seventhird-party complaints against Wells Fargo Bank in New York state court. In theunderlying first-party actions, Nomura and Natixis have been sued for allegedbreaches of representations and warranties made in connection with residentialmortgage-backed securities sponsored by them. In the third-party actions,Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primaryservicer or securities administrator, failed to notify Nomura and Natixis oftheir own breaches, failed to properly oversee the primary servicers, andfailed to adhere to accepted servicing practices. Natixis additionally allegesthat Wells Fargo Bank failed to perform default oversight duties. Wells FargoBank has asserted counterclaims alleging that Nomura and Natixis failed toprovide Wells Fargo Bank notice of their representation and warranty breaches.

With respect to each of the foregoing litigations, WellsFargo Bank believes plaintiffs' claims are without merit and intends to contestthe claims vigorously, but there can be no assurances as to the outcome of thelitigations or the possible impact of the litigations on Wells Fargo Bank orthe related RMBS trusts.From time to time, CWCapital Asset Management LLC, a Delaware limited liabilitycompany (“CWCAM”), is a party to lawsuits and other legal proceedings aspart of its duties as a special servicer (e.g., enforcement of loanobligations) and/or arising in the ordinary course of business.  Otherthan as set forth in the following paragraphs, there are currently no legalproceedings pending, and no legal proceedings known to be contemplated bygovernmental authorities, against CWCAM or of which any of its property is thesubject, that are material to the certificateholders.

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 theproper allocation of certain proceeds (“Disputed Proceeds”) received byCWCAM in connection with the sale of the Peter Cooper Village and StuyvesantTown property in New York, New York securing loans held by those trusts. CWCAM was the special servicer of such property.  The petition requeststhe State Court to instruct the trustee, the trust beneficiaries, and any otherinterested parties as to the amount of the Disputed Proceeds, if any, thatconstitute penalty interest and/or the amount of the Disputed Proceeds, if any,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 Courtdenied CWCAM’s motion to dismiss.  On July 22, 2016, the action wasremoved to federal court in Minnesota (“Federal Court”).  OnOctober 21, 2016, the Federal Court held a hearing on the motion to transferthe action to the United States District Court for the Southern District of NewYork (“SDNY Court”), a motion to remand to state court and a motion tohear CWCAM’s request for reconsideration of the motion to dismiss.  OnMarch 14, 2017, the Federal Court reserved the determination on the motion tohear CWCAM’s request for reconsideration of the motion to dismiss, denied themotion to remand the matter to state court and granted the motion to transferthe proceeding to the SDNY Court.  Cross motions for judgment on thepleadings were filed but the SDNY Court was unable to decide the case based onthe pleadings and the SDNY Court ordered discovery.  All fact discoverywas completed in December, 2018 and expert discovery was completed on March 15,2019.  The parties submitted cross motions for summary judgment, and onMarch 19, 2020, the SDNY Court entered an opinion andorder in which it granted summary judgment in CWCAM’s favor and held that CWCAMwas entitled to the entire amount of penalty interest and that CWCAM’sdetermination of Yield Maintenance was correct.  In the 127-page opinion,the SDNY Court found for CWCAM on every issue presented by the trustee’spetition, namely, that the funds in dispute constitute penalty interest andyield maintenance, not gain-on-sale proceeds, and that the amount of penaltyinterest and yield maintenance was correctly calculated. An appeal of the SDNYCourt’s decision was taken on April 29, 2020.  Oral argument on the appealoccurred on June 21, 2021. The parties await the decision of the appealscourt.  

On December 1, 2017, a complaint against CWCAM and others wasfiled in the United States District Court for the Southern District of New Yorkstyled as CWCapital Cobalt Vr Ltd. v. CWCapital Investments LLC, et al., No.17-cv-9463 (the “Original Complaint”). The gravamen of theOriginal  Complaint alleged breaches of a contract and fiduciary duties byCWCAM’s affiliate, CWCapital Investments LLC in its capacity as collateralmanager for the collateralized debt obligation transaction involving CWCapitalCobalt Vr, Ltd. In total, there are 14 counts pled in the Original Complaint.Of those 14, 5 claims were asserted against CWCAM for aiding and abettingbreach of fiduciary duty, conversion and unjust enrichment. On May 23, 2018,the Original Complaint was dismissed for lack of subject matterjurisdiction.   On June 28, 2018, CWCapital Cobalt Vr Ltd. filed asubstantially similar complaint in the Supreme Court of the State of New York,County of New York styled as CWCapital Cobalt Vr Ltd. v. CWCapital InvestmentsLLC, et al., Index No. 653277/2018 (the “New Complaint”).  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.  Intotal there are 16 counts pled in the New Complaint. Of those 16 counts, 5claims were asserted against CWCAM for aiding and abetting breach of fiduciaryduty, conversion and unjust enrichment, 1 count seeks a declaratory judgementthat the plaintiff has the right to enforce the contracts in question and 1count seeks an injunction requiring the defendants to recognize the plaintiffas the directing holder for the trusts in question. On January 11, 2019, theplaintiff dismissed with prejudice the declaratory judgment and injunctioncounts.  The New Complaint and related summons was not served on thedefendants until July 13, 2018 and July 16, 2018.  The plaintiff’s motionfor a preliminary injunction was denied by the court on July 31, 2018.  OnAugust 3, 2018, the defendants, including CWCAM, filed a motion to dismiss theNew Complaint in its entirety. On August 20, 2019, the court entered an ordergranting defendants’ motion almost in its entirety, dismissing 11 of the 16counts and partially dismissing 2 additional counts.  Of the remainingcounts, 2 are asserted against CWCAM for aiding and abetting breach offiduciary duty and unjust enrichment.  On September 19, 2019, CWCapitalCobalt Vr Ltd. filed a notice of appeal relating to the August 20, 2019dismissal order and on September 26, 2019, filed an amended complaint againstCWCI and CWCAM attempting to address deficiencies relating to certain of theclaims dismissed by the August, 20, 2019 order.  CWCI and CWCAM filed itsMotion to Dismiss the amended complaint on October 28, 2019.  The courtheard argument on the Motion to Dismiss the amended complaint on January 22,2020 and on October 23, 2020, the court granted the motion dismissing theamended claims.  On November 30, 2020, CWCapital Cobalt Vr Ltd filed anotice of appeal relating to the October 23, 2020 dismissal order.  OnApril 27, 2021, the First Department affirmed the dismissal as to claimsagainst CWCAM that were part of the August 20, 2019 dismissal, but reversed thedismissal of two counts for breach of the Collateral Management Agreementagainst CWCI.  CWCI has sought leave to file an appeal of thedecision.  Both requests for leave were denied by the First Department. The plaintiff has also sought leave to appeal the dismissal of the claimsagainst CWCAM.  CWCAM believes that it has performed its obligations underthe related pooling and servicing agreements in good faith and the remainingallegations in the New Complaint are without merit.  

On January 24, 2016 PSW NYC LLC commenced a complaint (the“PSW Complaint”) with the Supreme Court of the State of New York, County of NewYork (the “PSW Court”) against Bank of America, N.A. as trustee under thepooling and servicing agreements for Wachovia Bank Commercial Mortgage Trust2007-C30 and COBALT CMBS Commercial Trust 2007-C2, U.S. Bank NationalAssociation as trustee under the pooling and servicing agreements for WachoviaBank Commercial Mortgage Trust 2007-C31, ML-CFC Commercial Mortgage Trust2007-5 and ML-CFC Commercial Mortgage Trust 2007-6 (collectively, the “PSWTrusts”), PCV-M Holdings LLC and CWCapital Asset Management LLC, individuallyand as special servicer for the PSW Trusts (collectively, the “Defendants”)seeking either (a) damages in an amount to be determined by the PSW Court butalleged by the plaintiffs to be approximately $500,000,000 – such amount beingthe amount PSW NYC LLC alleges would have been recovered on certain mezzanineloans (the “PCVST Mezzanine Loans”) related to the Peter Cooper Village andStuyvesant Town property (the “PCVST Property”) in New York City which PSW NYCLLC sold to an entity related to the Defendants pursuant to a settlementagreement related to certain prior litigation (the “2010 Settlement Agreement”)or (b) the rescission of the 2010 Settlement Agreement which would result in,among other things, the rescission of the sale of the PCVST Mezzanine Loans anda claim for certain proceeds from the sale of the PCVST Property. PSW NYC LLCalleges that the Defendants procured the 2010 Settlement Agreement by fraud andfurther that the terms of the 2010 Settlement Agreement were breached by theDefendants. On February 26, 2016, CWCAM on behalf of itself and the otherDefendants filed a motion to dismiss the PSW Complaint (the “CWCAM Motion toDismiss”). On April 11, 2016, PSW NYC LLC opposed the CWCAM Motion to Dismissand cross-moved for a partial summary judgment on liability regardingallegations of breach of the 2010 Settlement Agreement (the “PSWCross-Motion”). On May 5, 2016, the Defendants subsequently filed its reply andopposition to the PSW Cross-Motion. On August 23, 2016, oral arguments wereprovided to the PSW Court regarding the PSW Complaint, the CWCAM Motion toDismiss and the PSW Cross-Motion and the PSW Court took such arguments underadvisement. On October 31, 2016, the PSW Court issued an order granting theCWCAM Motion to Dismiss, denying the PSW Cross-Motion and dismissing the PSWComplaint with prejudice. Subsequently, PSW NYC LLC filed a notice of appealrelating to such order. On February 21, 2017, PSW NYC LLC filed its appeal andsupporting brief arguing that the PSW Court erred by finding no breach of theassignment agreement and no fraudulent inducement. Oral argument was heard onMay 4, 2017 at which point the court took the arguments under advisement. OnMay 25, 2017, the New York 1st Department appellate court affirmedthe dismissal of all PSW claims and denied a request for leave to appeal to theNew York Court of Appeals on September 12, 2017.  

On March 31, 2016, RAIT Preferred Funding II LTD. (“RAITPreferred Funding”) commenced a complaint (“RAIT Complaint”) withthe Supreme Court of the State of New York, County of New York (the “RAITCourt”), claiming it owns $18,500,000 of a mortgage loan secured by thedevelopment of the One Congress Street Property in Boston, Massachusetts (the “Loan”)and seeking (a) a declaratory judgment stating that RAIT Preferred Funding isthe directing lender under a co-lender agreement dated March 28, 2007 and apooling and servicing agreement dated March 1, 2007 (collectively, the “OperativeAgreements”) and was the directing lender at the time of the impropermodification of the Loan, (b) a declaratory judgment stating that RAIT PreferredFunding has the right to terminate the special servicer, (c) monetary damagesfor the value of the bonds and fees paid to CWCAM as the special servicer ofthe Loan and (d) other things.  On May 17, 2016, CWCAM filed a motion todismiss the RAIT Complaint (“Motion to Dismiss”) stating that the RAITComplaint did not state a claim and the essential facts of the RAIT Complaintare negated by affidavits and evidentiary materials submitted with the RAITComplaint.  On June 14, 2016, RAIT Preferred Funding filed a Memorandum ofLaw in Opposition to the Motion to Dismiss (“Opposition”) stating thatthe 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 response to theOpposition, stating that each of CWCAM’s arguments is supported by the expresslanguage of the agreements between the parties, the documentary evidence andNew York case law.  On September 30, 2016, RAIT Preferred Funding andCWCAM entered into a confidential Settlement Agreement (the “2016 Settlement”),which provides for a stay of the RAIT Preferred Funding litigation (the “LitigationStay”) through August 25, 2017.  Pursuant to the terms of the 2016Settlement, upon satisfaction of a term of the 2016 Settlement by August 25,2017 (or such later date agreed to by the parties), the RAIT Preferred Fundinglitigation will be dismissed, with prejudice.  On May 19, 2017 theBorrower repaid the Loan in accordance with the terms of the notes andsatisfied the condition to dismissal with prejudice.  RAIT has refused todismiss the case and is claiming that the B Note should be paid in full. CWCAM believes that it has performed its obligations under the OperativeAgreements in good faith, and that the action should be dismissed withprejudice.  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 toDismiss Amended Complaint”) stating that the RAIT Amended Complaint did notstate a claim and the essential facts of the RAIT Amended Complaint are negatedby the Operative Agreements and other admissible evidentiary materials. On November 13, 2017, Wells Fargo Bank filed a motion to dismiss the RAITAmended Complaint (the “Wells Fargo Motion to Dismiss Amended Complaint”)and joined the CWCAM Motion to Dismiss Amended Complaint.  On January 29,2018, the court dismissed all claims but for breach of contract and discoveryhas commenced.  CWCAM filed a Motion for Summary Judgement on March 18,2019.   This matter was settled and the case dismissed on May 15,2019.  

** **

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in the prospectus of the Registrant relating to the issuing entityfiled on February 25, 2016 pursuant to Rule 424(b)(2).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the University West ApartmentsMortgage Loan, which is being serviced and administered pursuant to the poolingand servicing agreement for the MSBAM 2015-C27 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule X to thepooling and servicing agreement for the MSBAM 2015-C27 Transaction incorporatedby reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSBAM2015-C27 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the Ellenton Premium Outlets MortgageLoan, which is being serviced and administered pursuant to the pooling andservicing agreement for the MSC 2015-UBS8 Transaction, are attached heretounder Item 15 to this Annual Report on Form 10-K. Attached as Schedule X to thepooling and servicing agreement for the MSC 2015-UBS8 Transaction incorporatedby reference as Exhibit 4.3 to this Annual Report on Form 10-K is a chartidentifying the entities participating in a servicing function for the MSC2015-UBS8 Transaction responsible for each applicable servicing criteria setforth in Item 1122(d).

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on such assessmentsof compliance with respect to the Penn Square Mall Mortgage Loan, which isbeing serviced and administered pursuant to the trust and servicing agreementfor the MSC 2016-PSQ Transaction, are attached hereto under Item 15 to thisAnnual Report on Form 10-K. Attached as Exhibit L to the trust and servicingagreement for the MSC 2016-PSQ Transaction incorporated by reference as Exhibit4.4 to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the MSC 2016-PSQ Transactionresponsible for each applicable servicing criteria set forth in Item 1122(d).

The report on assessment of compliance for the twelve monthsended December 31, 2021, furnished pursuant to Item 1122 of Regulation AB byAegon USA Realty Advisors, LLC (“Aegon” or the “Company”), as special servicer,discloses that the following material instance of noncompliance occurred withrespect to its platform:

The examination performed by PWC identified an instance ofmaterial noncompliance with the servicing criteria set forth in Item1122(d)(3)(i)(A) of Regulation AB applicable to the Company during year endedDecember 31, 2021. More specifically, for the only active special serviced dealsubject to Item 1122(d)(3)(i)(A), the report to the investors was not preparedin accordance with the timeframes and other terms set forth in the transactionagreements for the period of January 1, 2021 to January 21, 2021. UBSCM 2017-C4is the specific deal related to the aforementioned finding. No other dealswithin Aegon’s CMBS special servicing portfolio were related to or impacted bythis instance of non-compliance.

Management acknowledges the timeframe for reporting for thisactive special serviced deal was missed by two days. Despite the timing discrepancy,there was no impact on any investor reporting, issuing, or servicing. Noadditional testing was available for this particular criteria due to thedownsizing of the CMBS portfolio given Aegon’s pending exit from the businessline.

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

The servicer compliance statement for the twelve months endedDecember 31, 2021, furnished pursuant to Item 1123 of Regulation AB by AegonUSA Realty Advisors, LLC (“Aegon” or the “Company”), as special servicer,discloses that the following material instance of noncompliance occurred withrespect to its platform:

The examination performed by PWC identified an instance ofmaterial noncompliance with the servicing criteria set forth in Item1122(d)(3)(i)(A) of Regulation AB applicable to the Company during year endedDecember 31, 2021. More specifically, for the only active special serviced dealsubject to Item 1122(d)(3)(i)(A), the report to the investors was not preparedin accordance with the timeframes and other terms set forth in the transactionagreements for the period of January 1, 2021 to January 21, 2021. UBSCM 2017-C4is the specific deal related to the aforementioned finding. No other dealswithin Aegon’s CMBS special servicing portfolio were related to or impacted bythis instance of non-compliance.

Management acknowledges the timeframe for reporting for thisactive special serviced deal was missed by two days. Despite the timingdiscrepancy, there was no impact on any investor reporting, issuing, orservicing. No additional testing was available for this particular criteria dueto the downsizing of the CMBS portfolio given Aegon’s pending exit from thebusiness line.

 

**PART IV**

**Item 15. Exhibits, Financial Statement Schedules**

(a) The following is a list of documents filed as part ofthis Annual Report on Form 10-K:

(1) Not applicable

(2) Not applicable

(3) See below

4.1          Pooling and Servicing Agreement, dated as of February 1,2016, by and among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor,Wells Fargo Bank, National Association, as Master Servicer, C-III AssetManagement LLC, as Special Servicer, Wells Fargo Bank, National Association, asCertificate Administrator, U.S. Bank National Association, as Trustee, ParkBridge Lender Services LLC, as Operating Advisor, and Park Bridge LenderServices LLC, as Asset Representations Reviewer (filed as Exhibit 4.1 to theregistrant’s Current Report on Form 8-K/A filed on March 8, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein).

4.2          Pooling and Servicing Agreement, dated as of November 1,2015, by and among Morgan Stanley Capital I Inc., as Depositor, Wells FargoBank, National Association, as Master Servicer, CWCapital Asset Management LLC,as Special Servicer, Situs Holdings, LLC, as Trust Advisor, Wilmington Trust,National Association, as Trustee, and Wells Fargo Bank, National Association,as Certificate Administrator, Certificate Registrar, Authenticating Agent andCustodian (filed as Exhibit 4.5 to the registrant’s Current Report on Form 8-Kfiled on February 25, 2016 under Commission File No. 333-206847-01 andincorporated by reference herein).

4.3          Pooling and Servicing Agreement, dated as of December 1,2015, by and among 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, TrustAdvisor, and Wells Fargo Bank, National Association, as Trustee, CertificateAdministrator, Certificate Registrar, Authenticating Agent and Custodian (filedas Exhibit 4.3 to the registrant’s Current Report on Form 8-K filed on February25, 2016 under Commission File No. 333-206847-01 and incorporated by referenceherein).

4.4          Trust and Servicing Agreement, dated as of February 1,2016, by and among Morgan Stanley Capital I Inc., as Depositor, Wells FargoBank, National Association, as Servicer and Special Servicer, Wilmington Trust,National Association, as Trustee and Wells Fargo Bank, National Association, asCertificate Administrator (filed as Exhibit 4.2 to the registrant’s CurrentReport on Form 8-K filed on February 25, 2016 under Commission File No.333-206847-01 and incorporated by reference herein).

4.5          Amended And Restated Agreement Between Note Holders,dated as of April 21, 2016, by and between U.S. Bank National Association, asTrustee for Morgan Stanley Bank  of America Merrill Lynch Trust 2016-C28,Commercial Mortgage Pass-Through Certificates, Series 2016-C28, as Note A-1Holder, Wells Fargo Bank, National Association, as Trustee for Morgan StanleyCapital I Trust 2016-UBS9, Commercial Mortgage Pass-Through Certificates,Series 2016-UBS9, as Note A-2 Holder, Morgan Stanley Bank, N.A., as Note A-3Holder, and Morgan Stanley Bank, N.A., as Note A-4 Holder (filed as Exhibit4.12 to the registrant’s Current Report on Form 8-K filed on April 27, 2016under Commission File No. 333-206847-01 and incorporated by reference herein).

4.6          Agreement Between Note Holders, dated as of February 5,2016, by and between Bank of America, N.A., as Initial Note A-1 Holder, Bank ofAmerica, N.A., as Initial Note A-2 Holder, and Bank of America, N.A., asInitial Note A-3 Holder (filed as Exhibit 4.7 to the registrant’s CurrentReport on Form 8-K filed on February 25, 2016 under Commission File No.333-206847-01 and incorporated by reference herein).

4.7          Agreement Between Note Holders, dated as of October 28,2015, by and between Bank of America, N.A., as Initial Note A-1 Holder, andBank of America, N.A., as Initial Note A-2 Holder (filed as Exhibit 4.11 to theregistrant’s Current Report on Form 8-K filed on February 25, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein).

4.8          Agreement Between Note Holders, dated as of November 5,2015, by and between UBS Real Estate Securities Inc., as Initial Note A-1Holder, UBS Real Estate Securities Inc., as Initial Note A-2 Holder, UBS RealEstate Securities Inc., as Initial Note A-3 Holder, and Bank of America, N.A.,as Initial Note A-4 Holder (filed as Exhibit 4.9 to the registrant’s CurrentReport on Form 8-K filed on February 25, 2016 under Commission File No.333-206847-01 and incorporated by reference herein).

4.9          Agreement Between Note Holders, dated as of February 11,2016, by and between Morgan Stanley Bank, N.A., as Initial Note A-1A Holder,Morgan Stanley Bank, N.A., as Initial Note A-1B Holder, Morgan Stanley Bank,N.A., as Initial Note A-1C Holder, and Morgan Stanley Bank, N.A., as InitialNote A-2 Holder (filed as Exhibit 4.8 to the registrant’s Current Report onForm 8-K filed on February 25, 2016 under Commission File No. 333-206847-01 andincorporated by reference herein).

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

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

33.1        Wells Fargo Bank, National Association, as MasterServicer

33.2        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer

33.3        U.S. Bank National Association, as Trustee (Omitted. See Explanatory Notes.)

33.4        Wells Fargo Bank, National Association, asCertificate Administrator

33.5        Wells Fargo Bank, National Association, asCustodian

33.6        Park Bridge Lender Services LLC, as OperatingAdvisor

33.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

33.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

33.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

33.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit33.1)

33.11      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Princeton PikeCorporate Center Mortgage Loan (see Exhibit 33.2)

33.12      U.S. Bank National Association, as Trustee of the Princeton Pike CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

33.13      Wells Fargo Bank, National Association, asCustodian of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit33.5)

33.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit 33.6)

33.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit33.7)

33.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 33.1)

33.18      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Le Meridien CambridgeMIT Mortgage Loan (see Exhibit 33.2)

33.19      U.S. Bank National Association, as Trustee of the Le Meridien Cambridge MITMortgage Loan (Omitted. See Explanatory Notes.)

33.20      Wells Fargo Bank, National Association, asCustodian of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 33.5)

33.21      Park Bridge Lender Services LLC, as OperatingAdvisor of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 33.6)

33.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 33.7)

33.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.24      Wells Fargo Bank, National Association, as PrimaryServicer of the University West Apartments Mortgage Loan (see Exhibit 33.1)

33.25      CWCapital Asset Management LLC, as Special Servicer of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

33.26      Wilmington Trust, National Association, as Trustee of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

33.27      Wells Fargo Bank, National Association, asCustodian of the University West Apartments Mortgage Loan (see Exhibit 33.5)

33.28      Situs Holdings, LLC, as Trust Advisor of the University West ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

33.29      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the University West Apartments Mortgage Loan (see Exhibit 33.7)

33.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ellenton Premium OutletsMortgage Loan

33.32      Rialto Capital Advisors, LLC, as Special Servicerof the Ellenton Premium Outlets Mortgage Loan

33.33      Wells Fargo Bank, National Association, as Trustee of the Ellenton PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

33.34      Wells Fargo Bank, National Association, asCustodian of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 33.5)

33.35      Park Bridge Lender Services LLC, as OperatingAdvisor of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 33.6)

33.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

33.37      Wells Fargo Bank, National Association, as PrimaryServicer of the Penn Square Mall Mortgage Loan (see Exhibit 33.1)

33.38      Wells Fargo Bank, National Association, as SpecialServicer of the Penn Square Mall Mortgage Loan (see Exhibit 33.1)

33.39      Wilmington Trust, National Association, as Trustee of the Penn Square MallMortgage Loan (Omitted. See Explanatory Notes.)

33.40      Wells Fargo Bank, National Association, asCustodian of the Penn Square Mall Mortgage Loan (see Exhibit 33.5)

33.41      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Penn Square Mall Mortgage Loan (see Exhibit 33.7)

33.42      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 33.9)

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

34.1        Wells Fargo Bank, National Association, as MasterServicer

34.2        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer

34.3        U.S. Bank National Association, as Trustee (Omitted. See Explanatory Notes.)

34.4        Wells Fargo Bank, National Association, asCertificate Administrator

34.5        Wells Fargo Bank, National Association, as Custodian

34.6        Park Bridge Lender Services LLC, as OperatingAdvisor

34.7        CoreLogic Solutions, LLC, as Servicing FunctionParticipant

34.8        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

34.9        Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021

34.10      Wells Fargo Bank, National Association, as PrimaryServicer of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit34.1)

34.11      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Princeton PikeCorporate Center Mortgage Loan (see Exhibit 34.2)

34.12      U.S. Bank National Association, as Trustee of the Princeton Pike CorporateCenter Mortgage Loan (Omitted. See Explanatory Notes.)

34.13      Wells Fargo Bank, National Association, asCustodian of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit34.5)

34.14      Park Bridge Lender Services LLC, as OperatingAdvisor of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit 34.6)

34.15      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit34.7)

34.16      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.17      Wells Fargo Bank, National Association, as PrimaryServicer of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 34.1)

34.18      Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Le Meridien CambridgeMIT Mortgage Loan (see Exhibit 34.2)

34.19      U.S. Bank National Association, as Trustee of the Le Meridien Cambridge MITMortgage Loan (Omitted. See Explanatory Notes.)

34.20      Wells Fargo Bank, National Association, asCustodian of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 34.5)

34.21      Park Bridge Lender Services LLC, as OperatingAdvisor of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 34.6)

34.22      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 34.7)

34.23      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.24      Wells Fargo Bank, National Association, as PrimaryServicer of the University West Apartments Mortgage Loan (see Exhibit 34.1)

34.25      CWCapital Asset Management LLC, as Special Servicer of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

34.26      Wilmington Trust, National Association, as Trustee of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

34.27      Wells Fargo Bank, National Association, asCustodian of the University West Apartments Mortgage Loan (see Exhibit 34.5)

34.28      Situs Holdings, LLC, as Trust Advisor of the University West ApartmentsMortgage Loan (Omitted. See Explanatory Notes.)

34.29      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the University West Apartments Mortgage Loan (see Exhibit 34.7)

34.30      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.31      Midland Loan Services, a Division of PNC Bank,National Association, as Primary Servicer of the Ellenton Premium OutletsMortgage Loan

34.32      Rialto Capital Advisors, LLC, as Special Servicerof the Ellenton Premium Outlets Mortgage Loan

34.33      Wells Fargo Bank, National Association, as Trustee of the Ellenton PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

34.34      Wells Fargo Bank, National Association, asCustodian of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 34.5)

34.35      Park Bridge Lender Services LLC, as OperatingAdvisor of the Ellenton Premium Outlets Mortgage Loan (see Exhibit 34.6)

34.36      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

34.37      Wells Fargo Bank, National Association, as PrimaryServicer of the Penn Square Mall Mortgage Loan (see Exhibit 34.1)

34.38      Wells Fargo Bank, National Association, as SpecialServicer of the Penn Square Mall Mortgage Loan (see Exhibit 34.1)

34.39      Wilmington Trust, National Association, as Trustee of the Penn Square Mall MortgageLoan (Omitted. See Explanatory Notes.)

34.40      Wells Fargo Bank, National Association, asCustodian of the Penn Square Mall Mortgage Loan (see Exhibit 34.5)

34.41      CoreLogic Solutions, LLC, as Servicing FunctionParticipant of the Penn Square Mall Mortgage Loan (see Exhibit 34.7)

34.42      Computershare Trust Company, National Association,as Servicing Function Participant for the Custodian on and after November 1,2021 (see Exhibit 34.9)

35           Servicer compliance statements.

35.1        Wells Fargo Bank, National Association, as MasterServicer

35.2        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer

35.3        Wells Fargo Bank, National Association, asCertificate Administrator

35.4        Computershare Trust Company, National Association,as Servicing Function Participant for the Certificate Administrator on andafter November 1, 2021

35.5        Wells Fargo Bank, National Association, as PrimaryServicer of the Princeton Pike Corporate Center Mortgage Loan (see Exhibit35.1)

35.6        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Princeton PikeCorporate Center Mortgage Loan (see Exhibit 35.2)

35.7        Wells Fargo Bank, National Association, as PrimaryServicer of the Le Meridien Cambridge MIT Mortgage Loan (see Exhibit 35.1)

35.8        Greystone Servicing Company LLC (as successor toC-III Asset Management LLC), as Special Servicer of the Le Meridien CambridgeMIT Mortgage Loan (see Exhibit 35.2)

35.9        Wells Fargo Bank, National Association, as PrimaryServicer of the University West Apartments Mortgage Loan (see Exhibit 35.1)

35.10      CWCapital Asset Management LLC, as Special Servicer of the University WestApartments Mortgage Loan (Omitted. See Explanatory Notes.)

35.11      Midland Loan Services, a Division of PNC Bank, National Association, as PrimaryServicer of the Ellenton Premium Outlets Mortgage Loan (Omitted. SeeExplanatory Notes.)

35.12      Rialto Capital Advisors, LLC, as Special Servicer of the Ellenton PremiumOutlets Mortgage Loan (Omitted. See Explanatory Notes.)

35.13      Wells Fargo Bank, National Association, as PrimaryServicer of the Penn Square Mall Mortgage Loan (see Exhibit 35.1)

35.14      Wells Fargo Bank, National Association, as SpecialServicer of the Penn Square Mall Mortgage Loan (see Exhibit 35.1)

99.1         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc. andBank of America, National Association (filed as Exhibit 99.1 to theregistrant’s Current Report on Form 8-K filed on February 25, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein)

99.2         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc. andMorgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.2 to theregistrant’s Current Report on Form 8-K filed on February 25, 2016 underCommission File No. 333-206847-01 and incorporated by reference herein)

99.3         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc. andCIBC Inc. (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-Kfiled on February 25, 2016 under Commission File No. 333-206847-01 andincorporated by reference herein)

99.4         Mortgage Loan Purchase Agreement, dated as of February12, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc.,Starwood Mortgage Funding III LLC, and Starwood Mortgage Capital LLC (filed asExhibit 99.4 to the registrant’s Current Report on Form 8-K filed on February25, 2016 under Commission File No. 333-206847-01 and incorporated by referenceherein)

(b)   The exhibits required to be filed by theRegistrant pursuant to Item 601 of Regulation S-K are listed above.

(c)    Not Applicable.

 

**SIGNATURES**

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

Banc of America Merrill LynchCommercial Mortgage Inc.(Depositor)

/s/ LelandF. Bunch, III

Leland F.Bunch, III, President and Chief Executive Officer

(senior officer in charge ofsecuritization of the depositor)

Date: March 14, 2022