**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

**    For the fiscal year endedDecember 31, 2022OR**

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

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

 

 

 

**Commission file number:333-180779-21**

 

**Central Index Key Number of the issuingentity:0001657889**

 

**Morgan Stanley Capital I Trust 2015-UBS8**

**(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:0001102113**

 

**Bank of America, National Association**

**(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)**

 

| **New York**                                                        | **38‐3984646  38‐3984647  38‐3984648  38‐7143666** |
|---------------------------------------------------------------------|----------------------------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**                               |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

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

 

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically everyInteractive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit suchfiles).

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

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

 

Notapplicable.

 

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

 

Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of 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 is incorporated:(1)Any annual report to security holders; (2) Any proxy or informationstatement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933. The listed documents should be clearly described foridentification purposes (e.g., annual report to security holders for fiscalyear ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC 2015-UBS8 mortgage pool includesthe following mortgage loans, each of which is serviced pursuant to a separatepooling and servicing agreement (each, an “Outside Pooling and ServicingAgreement”):

 

·         the WPC Department Store Portfolio mortgageloan, which is serviced pursuant to the BACM 2015-UBS7 pooling and servicingagreement attached hereto as Exhibit 4.2;

 

·         the Cape May Hotels mortgage loan and theCharles River North mortgage loan, which are serviced pursuant to the CSAIL2015-C3 pooling and servicing agreement attached hereto as Exhibit 4.3;

 

·         the Gulfport Premium Outlets mortgage loan,which is serviced pursuant to the MSBAM 2016-C29 pooling and servicingagreement attached hereto as Exhibit 4.4; and

 

·         the Grove City Premium Outlets mortgageloan, which is serviced pursuant to the BACM 2016-UBS10 pooling and servicingagreement attached hereto as Exhibit 4.5.

 

Except as set forth below, each of theparties to each pooling and servicing agreement listed in the Exhibit Indexboth (1) participates in the servicing function for purposes of Item 1122 ofRegulation AB and (2) constitutes a servicer that meets the criteria in Item1108(a)(2)(i) through (iii) of Regulation AB for purposes of Item 1123 ofRegulation AB:

 

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

 

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

 

·        The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports tocertificateholders relating to the resolution of the mortgage pool securitizedpursuant to such pooling and servicing agreement. The operating advisor under apooling and servicing agreement does not have any obligations with respect toany other transaction and is solely obligated to perform loan 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 ofRegulation AB or for purposes of Item 1123 of Regulation AB. In addition, whilethe operating advisor under a pooling and servicing agreement has certainreporting obligations in respect of the related mortgage pool, it has noobligation to collect or disburse funds in respect of the mortgage pool or toadminister any of the underlying mortgage loans.  Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

 

·       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.

 

·        Wells Fargo Bank, National Association isthe master servicer under the MSBAM 2016-C29 pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced, andthe master servicer under BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan isserviced.  Because Wells Fargo Bank, National Association is not the MSC2015-UBS8 master servicer, is not affiliated with any sponsor and services onlythe Gulfport Premium Outlets mortgage loan and the Grove City Premium Outletsmortgage loan, which collectively constitute more than 5% but less than 10% ofthe mortgage pool, Wells Fargo Bank, National Association, as MSBAM 2016-C29master servicer and BACM 2016-UBS10 master servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

·        LNR Partners, LLC is the special servicerunder the BACM 2015-UBS7 pooling and servicing agreement, pursuant to which theWPC Department Store Portfolio mortgage loan was serviced until July 25, 2022.Because LNR Partners, LLC is not the MSC 2015-UBS8 special servicer, is notaffiliated with any sponsor and serviced only the WPC Department StorePortfolio mortgage loan, which constituted less than 5% of the mortgage pool,LNR Partners, LLC, as BACM 2015-UBS7 special servicer, does not constitute areporting “servicing function participant” for purposes of Item 1122 ofRegulation AB, as specified in the Instruction 3 to Item 1122, and does notconstitute a reporting “servicer” for purposes of Item 1123 of Regulation AB,as specified in the Instruction to Item 1123.

 

·        U.S. Bank National Association is thecustodian under the BACM 2015-UBS7 pooling and servicing agreement, pursuant towhich the WPC Department Store Portfolio mortgage loan was serviced until July25, 2022. Because U.S. Bank National Association is not the MSC 2015-UBS8custodian, is not affiliated with any sponsor and serviced only the WPCDepartment Store Portfolio mortgage loan, which constituted less than 5% of themortgage pool, U.S. Bank National Association, as BACM 2015-UBS7 custodian,does not constitute a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,and does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

·     Situs Holdings,LLC is the current special servicer under the CSAIL 2015-C3 pooling andservicing agreement, with respect to the Charles River Plaza North mortgageloan. On August 6, 2021, Aegon USA Realty Advisors, LLC was replaced asspecial servicer under the CSAIL 2015-C3 pooling and servicing agreement andwas succeeded by Situs Holdings, LLC. Because Situs Holdings, LLC is not theMSC 2015-UBS8 special servicer, is not affiliated with any sponsor and servicesonly the Charles River Plaza North mortgage loan, which constitutes less than5% of the mortgage pool, Situs Holdings, LLC, as CSAIL 2015-C3 specialservicer, does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

·     Park Bridge LenderServices LLC is the current operating advisor under the MSC 2015-UBS8 poolingand servicing agreement. In December 2019, Situs Holdings, LLC resigned asoperating advisor under the MSC 2015-UBS8 pooling and servicing agreement andwas succeeded by Park Bridge Lender Services LLC.

·     The WPC DepartmentStore Portfolio mortgage loan, which was serviced pursuant to the BACM2015-UBS7 pooling and servicing agreement, ceased to be outstanding followingthe disposition of the last related REO Property on July 25, 2022.

 

In addition, each of the following partiesengaged the services of certain servicing function participants andsub-servicers for the reporting period, as set forth below:

 

·       Wells Fargo Bank, National Association, asmaster servicer under the MSBAM 2016-C29 pooling and servicing agreement,pursuant to which the Gulfport Premium Outlets mortgage loan is serviced, andthe master 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 (i) CoreLogic Solutions, LLC as a servicing functionparticipant in respect of the Gulfport Premium Outlets mortgage loan and theGrove City Premium Outlets mortgage loan for the reporting period, and (ii)Midland Loan Services, a Division of PNC Bank, National Association, as asub-servicer in respect of the Gulfport Premium Outlets mortgage loan and theGrove City Premium Outlets mortgage loan for the reporting period.

 

·       On November 1, 2021, pursuant to the secondamended and restated servicing agreement attached hereto as Exhibit 99.11,Computershare Trust Company, National Association was engaged to perform all orvirtually all of Wells Fargo Bank, National Association’s roles as certificateadministrator, custodian and trustee, as applicable, under (i) the pooling andservicing agreement and (ii) each Outside Pooling and Servicing Agreement.

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

**Item1114(b)(2) of Regulation AB, Significant Enhancement Provider FinancialInformation.**

 

Noentity or group of affiliated entities provides any enhancement or othersupport for the certificates as described under Item 1114 (a) of Regulation AB.

 

**Item1115(b) of Regulation AB, Certain Derivatives Instruments (FinancialInformation).**

 

Noentity or group of affiliated entities provides any derivative instruments forthe certificates as described under Item 1115 of Regulation AB.

 

**Item1117 of Regulation AB, Legal Proceedings.**

 

Theregistrant knows of no legal proceeding pending against the sponsors,depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) ofRegulation AB, originator contemplated by Item 1110(b) of Regulation AB, orother party contemplated by Item 1100(d)(1) of Regulation AB, or of which anyproperty of the foregoing is the subject, that is material to security holders,other than as follows:

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain related entitiesfiled a complaint in the United States District Court for the Southern Districtof New York alleging claims against Wells Fargo Bank, N.A., in its capacity astrustee for a number of residential mortgage-backed securities (RMBS) trusts.Complaints raising similar allegations have been filed by Commerzbank AG in theSouthern District of New York and by IKB International and IKB DeutscheIndustriebank in New York state court. In each case, the plaintiffs allege thatWells Fargo Bank, N.A., as trustee, caused losses to investors, and plaintiffsassert causes of action based upon, among other things, the trustee’s allegedfailure to notify and enforce repurchase obligations of mortgage loan sellersfor purported breaches of representations and warranties, notify investors ofalleged events of default, and abide by appropriate standards of care followingalleged events of default. In July 2022, the district court dismissed PhoenixLight’s claims and certain of the claims asserted by Commerzbank AG, and subsequentlyentered judgment in each case in favor of Wells Fargo Bank, N.A. In August2022, Phoenix Light and Commerzbank AG appealed the district court’s decisionto the United States Court of Appeals for the Second Circuit. Wells Fargo Bank,N.A. previously settled two class actions filed by institutional investors andan action filed by the National Credit Union Administration with similarallegations. In addition, Park Royal I LLC and Park Royal II LLC have filedsubstantially similar lawsuits in New York state court alleging Wells FargoBank, N.A., as trustee, failed to take appropriate actions upon learning ofdefective mortgage loan documentation.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(5) filing dated December 15, 2015.

 

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

 

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

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**PART IV**

 

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

 

(a) Exhibits.

 

(4.1)Pooling and Servicing Agreement, dated as of 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, certificate registrar, authenticating agent andcustodian (filed as Exhibit 4.1 to the registrant's Current Report on Form8-K/A filed on December 16, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(4.2)Pooling and Servicing Agreement, dated as of September1, 2015, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, LNR Partners, LLC, as special servicer, PentalphaSurveillance LLC, as operating advisor, and U.S. Bank National Association, astrustee, certificate administrator and custodian, relating to the BACM2015-UBS7 securitization transaction, pursuant to which the WPC DepartmentStore Portfolio Mortgage Loan is serviced (filed as Exhibit 4.2 to theregistrant's Current Report on Form 8-K filed on December 15, 2015 under SECFile No. 333-180779-21 and incorporated by reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of August 1,2015, between Credit Suisse First Boston Mortgage Securities Corp., asdepositor, Midland Loan Services, a Division of PNC Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer,Pentalpha Surveillance LLC, as operating advisor, Wells Fargo Bank, NationalAssociation, as certificate administrator, and Wells Fargo Bank, NationalAssociation, as trustee, relating to the CSAIL 2015-C3 securitizationtransaction, pursuant to which the Cape May Hotels Mortgage Loan and theCharles River North Mortgage Loan are serviced (filed as Exhibit 4.3 to theregistrant's Current Report on Form 8-K filed on December 15, 2015 under SECFile No. 333-180779-21 and incorporated by reference herein).

 

(4.4)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 4.4 to theregistrant's Current Report on Form 8-K filed on May 11, 2016 under SEC FileNo. 333-180779-21 and incorporated by reference herein).

 

(4.5)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 4.5 to the registrant's Current Report on Form 8-K filed onJune 13, 2016 under SEC File No. 333-180779-21 and incorporated by referenceherein).

 

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

 

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

 

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

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

 

33.6  Rialto Capital Advisors, LLC, as Special Servicer

 

33.7  Park Bridge Lender Services LLC, as Operating Advisor

  

33.8  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22)

 

33.9  Midland 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 1/1/22 to 12/31/22) (see exhibit 33.5)

 

33.10  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22)

 

33.11  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see exhibit 33.8)

 

33.12  Midland 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 1/1/22 to 12/31/22) (see exhibit 33.5)

 

33.13  CoreLogic Solutions, LLC, as Servicing Function Participantunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 33.10)

 

33.14  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BACM 2015-UBS7securitization, pursuant to which the following mortgage loans were serviced bysuch party: WPC Department Store Portfolio (from 1/1/22 to 7/25/22) (see exhibit33.5)

 

33.15  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the CSAIL 2015-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cape May Hotels (from 1/1/22 to 12/31/22) and Charles River PlazaNorth (from 1/1/22 to 12/31/22) (see exhibit 33.5)

 

33.16  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/22 to 12/31/22) (see Exhibit 33.6)

 

33.17  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 33.6)

 

33.18  Rialto Capital Advisors, LLC, as Special Servicerunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/22 to12/31/22) (see exhibit 33.6)

 

33.19  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 33.3)

 

33.20  Computershare Trust Company, National Association, asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/22 to 12/31/22) (see exhibit 33.4)

 

33.21  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 33.3)

 

33.22  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/22 to 12/31/22) (see exhibit 33.4)

 

33.23  Wells Fargo Bank, National Association, as Custodianunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/22 to12/31/22) and Charles River Plaza North (from 1/1/22 to 12/31/22) (see exhibit33.3)

 

33.24  Computershare Trust Company, National Association, asServicing Function Participant under the CSAIL 2015-C3 securitization, pursuantto which the following mortgage loans were serviced by such party: Cape MayHotels (from 1/1/22 to 12/31/22) and Charles River Plaza North (from 1/1/22 to12/31/22) (see exhibit 33.4)

 

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

 

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

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

 

34.6  Rialto Capital Advisors, LLC, as Special Servicer

 

34.7  Park Bridge Lender Services LLC, as Operating Advisor

  

34.8  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22)

 

34.9  Midland 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 1/1/22 to 12/31/22) (see exhibit 34.5)

 

34.10  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22)

 

34.11  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see exhibit 34.8)

 

34.12  Midland 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 1/1/22 to 12/31/22) (see exhibit 34.5)

 

34.13  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/22 to 12/31/22) (see exhibit 34.10)

 

34.14  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BACM 2015-UBS7securitization, pursuant to which the following mortgage loans were serviced bysuch party: WPC Department Store Portfolio (from 1/1/22 to 7/25/22) (seeexhibit 34.5)

 

34.15  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the CSAIL 2015-C3securitization, pursuant to which the following mortgage loans were serviced bysuch party: Cape May Hotels (from 1/1/22 to 12/31/22) and Charles River PlazaNorth (from 1/1/22 to 12/31/22) (see exhibit 34.5)

 

34.16  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/22 to 12/31/22) (see Exhibit 34.6)

 

34.17  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 34.6)

 

34.18  Rialto Capital Advisors, LLC, as Special Servicerunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/22 to12/31/22) (see exhibit 34.6)

 

34.19  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 34.3)

 

34.20  Computershare Trust Company, National Association, asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/22 to 12/31/22) (see exhibit 34.4)

 

34.21  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 34.3)

 

34.22  Computershare Trust Company, National Association, as ServicingFunction Participant under the MSBAM 2016-C29 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Gulfport PremiumOutlets (from 1/1/22 to 12/31/22) (see exhibit 34.4)

 

34.23  Wells Fargo Bank, National Association, as Custodianunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/22 to12/31/22) and Charles River Plaza North (from 1/1/22 to 12/31/22) (see exhibit34.3)

 

34.24  Computershare Trust Company, National Association, asServicing Function Participant under the CSAIL 2015-C3 securitization, pursuantto which the following mortgage loans were serviced by such party: Cape MayHotels (from 1/1/22 to 12/31/22) and Charles River Plaza North (from 1/1/22 to12/31/22) (see exhibit 34.4)

 

(35). Servicer compliancestatement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

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

 

35.6  Rialto Capital Advisors, LLC, as Special Servicer

 

35.7  Midland 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 1/1/22 to 12/31/22) (see exhibit 35.5)

 

35.8  Midland 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 1/1/22 to 12/31/22) (see exhibit 35.5)

 

35.9  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the BACM 2015-UBS7securitization, pursuant to which the following mortgage loans were serviced bysuch party: WPC Department Store Portfolio (from 1/1/22 to 7/25/22) (seeexhibit 35.5)

 

35.10  Midland Loan Services, a Division of PNC Bank, NationalAssociation, as Master Servicer under the CSAIL 2015-C3 securitization,pursuant to which the following mortgage loans were serviced by such party:Cape May Hotels (from 1/1/22 to 12/31/22) and Charles River Plaza North (from1/1/22 to 12/31/22) (see exhibit 35.5)

 

35.11  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the following mortgageloans were serviced by such party: Grove City Premium Outlets (from 1/1/22 to12/31/22) (see exhibit 35.6)

 

35.12  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 35.6)

 

35.13  Rialto Capital Advisors, LLC, as Special Servicerunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/22 to12/31/22) (see exhibit 35.6)

 

35.14  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 35.3)

 

35.15  Computershare Trust Company, National Association, asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/22 to 12/31/22) (see exhibit 35.4)

 

35.16  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/22 to 12/31/22) (see exhibit 35.3)

 

35.17  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/22 to 12/31/22) (see exhibit 35.4)

 

35.18  Wells Fargo Bank, National Association, as Custodianunder the CSAIL 2015-C3 securitization, pursuant to which the followingmortgage loans were serviced by such party: Cape May Hotels (from 1/1/22 to12/31/22) and Charles River Plaza North (from 1/1/22 to 12/31/22) (see exhibit35.3)

 

35.19  Computershare Trust Company, National Association, asServicing Function Participant under the CSAIL 2015-C3 securitization, pursuantto which the following mortgage loans were serviced by such party: Cape MayHotels (from 1/1/22 to 12/31/22) and Charles River Plaza North (from 1/1/22 to12/31/22) (see exhibit 35.4)

 

(99.1)Mortgage Loan Purchase Agreement, dated December 2,2015, between Morgan Stanley Capital I Inc. and UBS Real Estate Securities Inc.(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed onDecember 15, 2015 under SEC File No. 333-180779-21 and incorporated byreference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated December 2,2015, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on December 15, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated December 2,2015, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.3 to the registrant's Current Report on Form8-K filed on December 15, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.4)Agreement Between Note Holders, dated as of August 18,2015, 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 WPC DepartmentStore Portfolio loan combination (filed as Exhibit 99.4 to the registrant'sCurrent Report on Form 8-K filed on December 15, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of August 18,2015, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder, andUBS Real Estate Securities Inc., as Initial Note A-2 Holder, relating to theCape May Hotels loan combination (filed as Exhibit 99.5 to the registrant'sCurrent Report on Form 8-K filed on December 15, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated as of September15, 2015, between Wells Fargo Bank, National Association, as trustee for thebenefit of the holders of the CSAIL 2015-C3 Mortgage Trust commercial mortgagepass-through certificates, as Note A-1 Holder and Note A-2 Holder, UBS RealEstate Securities Inc., as Note A-3-1 Holder and Note A-3-2 Holder, and PrimaMortgage Investment Trust, LLC, as Junior Noteholder, relating to the CharlesRiver Plaza North loan combination (filed as Exhibit 99.6 to the registrant'sCurrent Report on Form 8-K filed on December 15, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.7)Agreement Between Note Holders, dated as of December 15,2015, 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 UBS Real Estate SecuritiesInc., as Initial Note A-4 Holder, relating to the 525 Seventh Avenue loancombination (filed as Exhibit 99.7 to the registrant's Current Report on Form8-K/A filed on December 16, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein), as amended and restated pursuant to thatcertain Amended and Restated Agreement Between Note Holders, dated as of March8, 2016, between UBS Real Estate Securities Inc., as Initial Note A-1 Holder,Wells Fargo Bank, National Association, as trustee for the benefit of the holdersof the Morgan Stanley Capital I Trust 2015-UBS8, Commercial MortgagePass-Through Certificates, Series 2015-UBS8, as Initial Note A-2 Holder, UBSReal Estate Securities Inc., as Initial Note A-3 Holder, UBS Real EstateSecurities Inc., and as Initial Note A-4 Holder (filed as Exhibit 99.12 to theregistrant's Current Report on Form 8-K filed on March 14, 2016 under SEC FileNo. 333-180779-21 and incorporated by reference herein).

 

(99.8)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, UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, and Bank of America, N.A., asInitial Note A-4 Holder, relating to the Ellenton Premium Outlets loancombination (filed as Exhibit 99.8 to the registrant's Current Report on Form8-K/A filed on December 16, 2015 under SEC File No. 333-180779-21 andincorporated by reference herein).

 

(99.9)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, UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, UBS Real Estate Securities Inc.,as Initial Note A-4 Holder, and Bank of America, N.A., as Initial Note A-5Holder, relating to the Grove City Premium Outlets loan combination (filed asExhibit 99.9 to the registrant's Current Report on Form 8-K/A filed on December16, 2015 under SEC File No.333-180779-21 and incorporated by reference herein),as amended and restated pursuant to that certain Amended and Restated AgreementBetween Note Holders, dated as of March 8, 2016, between Wells Fargo Bank,National Association, as trustee for the benefit of the holders of the MorganStanley Capital I Trust 2015-UBS8, Commercial Mortgage Pass-ThroughCertificates, Series 2015-UBS8, as Initial Note A-1 Holder, UBS Real EstateSecurities Inc., as Initial Note A-2 Holder, UBS Real Estate Securities Inc.,as Initial Note A-3 Holder, UBS Real Estate Securities Inc., as Initial NoteA-4 Holder, and Bank of America, N.A., as Initial Note A-5 Holder (filed asExhibit 99.11 to the registrant's Current Report on Form 8-K filed on March 14,2016 under SEC File No. 333-180779-21 and incorporated by reference herein).

 

(99.10)Agreement Between Note Holders, dated as of November 5,2015, between Bank of America, N.A., as Initial Note A-1 Holder, UBS RealEstate 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 99.10 to the registrant's CurrentReport on Form 8-K/A filed on December 16, 2015 under SEC File No.333-180779-21 and incorporated by reference herein).

 

(99.11)Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-180779-21 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 of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 27, 2023