**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, 2018 OR**

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

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

 

 

 

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

 

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

 

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

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

 

**Central Index Key Number of the depositor:0001547361**

 

**Morgan Stanley Capital I Inc.**

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

 

**Central Index Key Number of the sponsor:0001541886**

 

**UBS Real Estate Securities Inc.**

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

 

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

 

**Morgan Stanley Mortgage Capital Holdings LLC**

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

 

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

 

**Bank of America, National Association**

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

 

| **New York**                                                        | **38‐3991339  38‐3991340  38‐7145096** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**             |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

  NONE.

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

Indicateby check mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 ofthis chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files).

 

  Notapplicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K (Section 229.405 of this chapter) is not contained herein, andwill not be contained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in Part III of thisForm 10-K or any amendment to this Form 10-K.

 

  Notapplicable.

 

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Yes___ No X

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

DOCUMENTSINCORPORATED BY REFERENCE

 

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

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

The MSC2016-UBS9 mortgage pool includes the following mortgage loans, each of which isserviced pursuant to a separate pooling and servicing agreement (each, an“Outside Pooling and Servicing Agreement”):

 

·         the 525 Seventh Avenue mortgage loan andthe Ellenton Premium Outlets mortgage loan, which are serviced pursuant to theMSC 2015-UBS8 pooling and servicing agreement attached hereto as Exhibit 4.2;

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

 

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

 

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

 

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

 

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

 

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

 

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

 

·         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 and servicingagreement. Consequently, the operating advisor under an Outside Pooling andServicing Agreement neither participates in the servicing function for purposesof Item 1122 of Regulation AB nor performs the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB. In addition, while the operatingadvisor under a pooling and servicing agreement has certain reportingobligations in respect of the related mortgage pool, it has no obligation tocollect or disburse funds in respect of the mortgage pool or to administer anyof the underlying mortgage loans. Consequently, the operating advisor under apooling and servicing agreement participates in the servicing function forpurposes of Item 1122 of Regulation AB, but is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within the meaning of“servicer” under Item 1101 of Regulation AB and does not perform the functionsof 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.

 

·         Aegon USA Realty Advisors, LLC, is thespecial servicer under the CSMC 2015-GLPB pooling and servicing agreement,pursuant to which the GLP Industrial Portfolio B mortgage loan is serviced. Because Aegon USA Realty Advisors, LLC is not the MSC 2016-UBS9 specialservicer, is not affiliated with any sponsor and services only the GLPIndustrial Portfolio B mortgage loan, which constitutes more than 5% but lessthan 10% of the mortgage pool, Aegon USA Realty Advisors, LLC, as CSMC2015-GLPB special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

·         C-III Asset Management LLC, is the specialservicer under the MSBAM 2016-C28 pooling and servicing agreement, pursuant towhich the Princeton Pike Corporate Center mortgage loan is serviced. BecauseC-III Asset Management LLC is not the MSC 2016-UBS9 special servicer, is notaffiliated with any sponsor and services only the Princeton Pike CorporateCenter mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, C-III Asset Management LLC, as MSBAM 2016-C28 special servicer,constitutes a reporting “servicing function participant” for purposes of Item1122 of Regulation AB, as specified in the Instruction 3 to Item 1122, but doesnot constitute a reporting “servicer” for purposes of Item 1123 of RegulationAB, as specified in the Instruction to Item 1123.

 

·         Torchlight Loan Services, LLC, is thespecial servicer under the GSMS 2016-GS2 pooling and servicing agreement,pursuant to which the Twenty Ninth Street Retail mortgage loan is serviced.Because Torchlight Loan Services, LLC is not the MSC 2016-UBS9 specialservicer, is not affiliated with any sponsor and services only the Twenty NinthStreet Retail mortgage loan, which constitutes more than 5% but less than 10%of the mortgage pool, Torchlight Loan Services, LLC, as GSMS 2016-GS2 specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certain servicingfunction participants and sub-servicers for the reporting period, as set forthbelow:

 

·         KeyBank National Association, as masterservicer, engaged the services of Berkadia Commercial Mortgage LLC, as a sub-servicerin respect of the entire mortgage pool for the reporting period. 

 

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

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

·         Wells Fargo Bank, NationalAssociation, as master servicerunder the MSBAM 2016-C29 pooling and servicing agreement, pursuant to which theGulfport Premium Outlets mortgage loan is serviced, engaged the services ofMidland Loan Services, a Division of PNC Bank, National Association, CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the Gulfport PremiumOutlets mortgage loan for the reporting period.

 

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

The registrant knows of no legalproceeding pending against the sponsors, depositor, trustee, issuing entity,servicer contemplated by Item 1108(a)(3) of Regulation AB, originatorcontemplated by Item 1110(b) of Regulation AB, or other party contemplated byItem 1100(d)(1) of Regulation AB, or of which any property of the foregoing isthe subject, that is material to security holders, other than as disclosed inthe prospectus of the issuing entity filed in a 424(b)(2) filing dated March 9,2016, and other than as follows:

 

SinceJune 18, 2014, a group of institutional investors have filed civil complaintsin the Supreme Court of the State of New York, New York County, and later theU.S. District Court for the Southern District of New York against Wells FargoBank, N.A., (“Wells Fargo Bank”) in its capacity as trustee for certainresidential mortgage backed securities (“RMBS”) trusts. The complaints againstWells Fargo Bank alleged that the trustee caused losses to investors andasserted causes of action based upon, among other things, the trustee's allegedfailure to: (i) notify and enforce repurchase obligations of mortgage loansellers for purported breaches of representations and warranties, (ii) notifyinvestors of alleged events of default, and (iii) abide by appropriatestandards of care following alleged events of default. Relief sought includedmoney damages in an unspecified amount, reimbursement of expenses, andequitable relief. Wells Fargo Bank has reached an agreement, in which it deniesany wrongdoing, to resolve these claims on a classwide basis for the 271 RMBStrusts currently at issue. The settlement agreement is subject to court approval.Separate lawsuits against Wells Fargo Bank making similar allegations filed bycertain other institutional investors concerning 57 RMBS trusts in New Yorkfederal and state court are not covered by the agreement. With respect to theforegoing litigations, Wells Fargo Bank believes plaintiffs' claims are withoutmerit and intends to contest the claims vigorously, but there can be noassurances as to the outcome of the litigations or the possible impact of thelitigations on Wells Fargo Bank or the RMBS trusts.

 

OnFebruary 23, 2016, a certificateholder of the J.P. Morgan Chase CommercialMortgage Securities Trust, Series 2007-CIBC18 (the “CIBC18 Trust”) filed suitin the Supreme Court of New York, County of New York, against KeyBank NationalAssociation and Berkadia Commercial Mortgage LLC (collectively, the “CIBC18Servicers”).  The suit was filed derivatively on behalf of the CIBC18Trust.  The action was brought in connection with the CIBC18 Servicers’determination of the fair value of a loan, secured by the Bryant Park Hotel inNew York City, held by the CIBC18 Trust and sold to an assignee of the CIBC18Trust’s directing certificateholder, pursuant to an exercise of the fair valueoption set forth in the pooling and servicing agreement governing the CIBC18Trust.  There can be no assurances as to the outcome of the action or thepossible impact of the litigation on the CIBC18 Servicers.  Both CIBC18Servicers deny liability, believe that they performed their obligations inaccordance with the terms of the pooling and servicing agreement applicable tothe CIBC18 Trust, and have contested the claims asserted against them, filing amotion to dismiss the case.  On November 28, 2016, the motion to dismisswas granted.  The plaintiff certificateholder filed an appeal, and theappeal is pending. In the first quarter of 2018, the case was fully dismissedand is no longer pending.

 

OnDecember 17, 2015, U.S. Bank National Association, the trustee under fivepooling and servicing agreements for (i) Wachovia Bank Commercial MortgageTrust 2007-C30, (ii) COBALT CMBS Commercial Trust 2007-C2, (iii) Wachovia BankCommercial Mortgage Trust 2007-C31, (iv) ML-CFC Commercial Mortgage Trust2007-5 and (v) ML-CFC Commercial Mortgage Trust 2007-6 commenced a proceedingwith the Second Judicial District Court of Ramsey County, Minnesota (the “StateCourt”) for a declaratory judgment as to the proper allocation of certainproceeds in the alleged amount of $560 million (“Disputed Proceeds”) receivedby CWCAM 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.  On February24, 2016, CWCAM made a limited appearance with the State Court to file a motionto dismiss this proceeding based on lack of jurisdiction, mootness, standingand forum non conveniens.  On July 19, 2016, the State Court deniedCWCAM’s motion to dismiss.  On July 22, 2016, the action was removed tofederal court in Minnesota (“Federal Court”).  On October 21, 2016, theFederal Court held a hearing on the motion to transfer the action to the UnitedStates District Court for the Southern District of New York (“SDNY Court”), amotion to remand to state court and a motion to hear CWCAM’s request forreconsideration of the motion to dismiss.  On March 14, 2017, the FederalCourt reserved the determination on the motion to hear CWCAM’s request forreconsideration of the motion to dismiss, denied the motion to remand thematter to state court and granted the motion to transfer the proceeding to theSDNY Court.  All fact discovery was completed in December 2018 and expertdiscovery was completed on March 15, 2019.  There can be no assurances asto possible impact on CWCAM of these rulings and the transfer to the SDNYCourt.  Cross motions for judgment on the pleadings were filed but theSDNY Court was unable to decide the case based on the pleadings and the partiesare in the midst of discovery.  However, CWCAM believes that it hasperformed its obligations under the related pooling and servicing agreements ingood faith, and that the Disputed Proceeds were properly allocated to CWCAM aspenalty interest, and it intends to vigorously contest any claim that suchDisputed Proceeds were improperly allocated as penalty interest.

 

OnMarch 31, 2016, RAIT Preferred Funding II LTD. (“RAIT Preferred Funding”)commenced a complaint (“RAIT Complaint”) with the Supreme Court of the State ofNew York, County of New York (the “RAIT Court”), claiming it owns $18,500,000of a mortgage loan secured by the development of the One Congress StreetProperty in Boston, Massachusetts (the “Loan”) and seeking (a) a declaratoryjudgment stating that RAIT Preferred Funding is the directing lender under aco-lender agreement dated March 28, 2007 and a pooling and servicing agreementdated March 1, 2007 (collectively, the “Operative Agreements”) and was thedirecting lender at the time of the improper modification of the Loan, (b) adeclaratory judgment stating that RAIT Preferred Funding has the right toterminate the special servicer, (c) monetary damages for the value of the bondsand fees paid to CWCAM as the special servicer of the Loan and (d) otherthings.  On May 17, 2016, CWCAM filed a motion to dismiss the RAITComplaint (“Motion to Dismiss”) stating that the RAIT Complaint did not state aclaim and the essential facts of the RAIT Complaint are negated by affidavitsand evidentiary materials submitted with the RAIT Complaint.  On June 14,2016, RAIT Preferred Funding filed a Memorandum of Law in Opposition to theMotion to Dismiss (“Opposition”) stating that the claims in the RAIT Complaintwere properly stated.  On June 30, 2016, CWCAM filed a reply in support ofthe Motion to Dismiss and in response to the Opposition, stating that each ofCWCAM’s arguments is supported by the express language of the agreementsbetween the parties, the documentary evidence and New York case law.  OnSeptember 30, 2016, RAIT Preferred Funding and CWCAM entered into aconfidential Settlement Agreement (the “2016 Settlement”), which provides for astay of the RAIT Preferred Funding litigation (the “Litigation Stay”) throughAugust 25, 2017.  Pursuant to the terms of the 2016 Settlement, uponsatisfaction of a term of the 2016 Settlement by August 25, 2017 (or such laterdate agreed to by the parties), the RAIT Preferred Funding litigation will bedismissed, with prejudice.  On May 19, 2017 the Borrower repaid the Loanin accordance with the terms of the notes and satisfied the condition todismissal with prejudice.  RAIT has refused to dismiss the case and isclaiming that the B Note should be paid in full.  CWCAM believes that ithas performed its obligations under the Operative Agreements in good faith, andthat the action should be dismissed with prejudice.  On August 29, 2017,the RAIT Court granted leave to RAIT Preferred Funding to amend itscomplaint.  On September 20, 2017, RAIT Preferred Funding filed an AmendedComplaint (the “RAIT Amended Complaint”), which omits its original claims, addsWells Fargo Bank as a defendant, and seeks (a) specific performance requiringrepayment of the $18,500,000 principal amount of the B Note or, in thealternative, monetary damages, including the $18,500,000 principal amount ofthe B Note, in an amount to be determined at trial, (b) monetary damages on anyfees paid to CWCAM as special servicer or Wells Fargo Bank as master servicerin connection with the borrower’s repayment of the Loan, (c) a declaratoryjudgment that RAIT Preferred Funding is entitled to recover the full$18,500,000 principal amount of the B Note, (d) punitive damages against CWCAM,and (e) other things.  On October 11, 2017, CWCAM filed a motion to dismissthe RAIT Amended Complaint (“CWCAM Motion to Dismiss Amended Complaint”)stating that the RAIT Amended Complaint did not state a claim and the essentialfacts of the RAIT Amended Complaint are negated by the Operative Agreements andother admissible evidentiary materials.  On November 13, 2017, Wells FargoBank filed a motion to dismiss the RAIT Amended Complaint (the “Wells FargoMotion to Dismiss Amended Complaint”) and joined the CWCAM Motion to DismissAmended Complaint.  On January 29, 2018, the court dismissed all claimsbut for breach of contract and discovery has commenced.  CWCAM filed aMotion for Summary Judgement on March 18, 2019. 

 

OnDecember 1, 2017, a complaint against CWCAM and others was filed in the UnitedStates District Court for the Southern District of New York styled as CWCapitalCobalt Vr Ltd. v. CWCapital Investments LLC, et al., No. 17-cv-9463 (the“Original Complaint”). The gravamen of the Original Complaint alleged breachesof a contract and fiduciary duties by CWCAM’s affiliate, CWCapital InvestmentsLLC in its capacity as collateral manager for the collateralized debtobligation transaction involving CWCapital Cobalt Vr, Ltd. In total, there are14 counts pled in the Original Complaint. Of those 14, 5 claims were assertedagainst CWCAM for aiding and abetting breach of fiduciary duty, conversion andunjust enrichment. On May 23, 2018, the Original Complaint was dismissed forlack of subject matter jurisdiction.   On June 28, 2018, CWCapitalCobalt Vr Ltd. filed a substantially similar complaint in the Supreme Court ofthe State of New York, County of New York styled as CWCapital Cobalt Vr Ltd. v.CWCapital Investments LLC, et al., Index No. 653277/2018 (the “NewComplaint”).  The gravamen of the New Complaint is the same as theprevious complaint filed in the United State District Court for the SouthernDistrict of New York.  In total there are 16 counts pled in the NewComplaint. Of those 16 counts, 4 claims were asserted against CWCAM for aidingand abetting breach of fiduciary duty, conversion and unjust enrichment, 1count seeks a declaratory judgement that the plaintiff has the right to enforcethe contracts in question and 1 count seeks an injunction requiring thedefendants to recognize the plaintiff as the directing holder for the trusts inquestion. The New Complaint and related summons were 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, which has not been decided. CWCAM believes thatit has performed its obligations under the related pooling and servicingagreements in good faith and the allegations in the New Complaint are withoutmerit.  CWCAM intends to vigorously contest each of the claims.

 

OnMay 12, 2016, certain holders of certificates issued by Credit Suisse First BostonMortgage Securities Corp. Commercial Mortgage Pass-Through Series 2007-C5 Trust(the “2007-C5 Trust“) filed suit in the Supreme Court of the State of New York,County of New York derivatively for the 2007-C5 Trust (M.H. Davidson & Co,et. al. against C-III Asset Management, LLC, Supreme Court of New York Countyof New York Index No. 652571/2016) alleging, among other things, that C-III AMas special servicer for the 2007-C5 Trust breached its duties to the 2007-C5Trust by undervaluing a mortgage loan which was purchased by the third partydirecting certificateholder for the 2007-C5 Trust pursuant to the governingpooling and servicing agreement. The plaintiffs have alleged damages in anamount no less than $25,000,000. On July 1, 2016, C-III AM filed a motion todismiss. A hearing on the motion was held on March 6, 2017.  The courtgranted C-III AM’s motion to dismiss by decision and order dated July 31, 2017.The plaintiff has appealed the dismissal and filed its appellate brief onFebruary 20, 2018.  C-III’s responsive brief is due March 26, 2018. Theplaintiffs also filed on December 12, 2017, another complaint essentiallymaking the same allegations as the first complaint.  C-III moved todismiss that complaint by motion filed January 20, 2018.  The court didnot dismiss that action, but the action is stayed until the resolution of theappeal on the first action. 

 

Therecan be no assurances as to the outcome of this the appeal or the subsequentsuit or the possible impact on C-III AM. However, C-III AM believes that itperformed its obligations under the related pooling and servicing agreement ingood faith, and that its actions were proper. C-III AM believes the plaintiffs’claims are unfounded and intends to vigorously defend itself and contest theclaims.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in the prospectusof the issuing entity filed in a 424(b)(2) filing dated March 9, 2016, (i)Midland Loan Services, a Division of PNC Bank, National Association, the masterservicer under the GSMS 2016-GS2 pooling and servicing agreement, pursuant towhich the Twenty Ninth Street Retail mortgage loan is serviced, is also themaster servicer under the MSC 2015-UBS8 pooling and servicing agreement,pursuant to which the 525 Seventh Avenue and Ellenton Premium Outlets mortgageloans are serviced; (ii) Wells Fargo Bank, National Association, the masterservicer under the BACM 2016-UBS10 pooling and servicing agreement, pursuant towhich the Grove City Premium Outlets mortgage loan is serviced, and the MSBAM2016-C29 pooling and servicing agreement, pursuant to which the GulfportPremium Outlets mortgage loan is serviced, is also the master servicer underthe MSBAM 2016-C28 pooling and servicing agreement, pursuant to which thePrinceton Pike Corporate Center mortgage loan is serviced, the custodian underthe MSC 2016-UBS9 pooling and servicing agreement and the custodian under eachOutside Pooling and Servicing Agreement pursuant to which the outside servicedmortgage loans are currently serviced; and (iii) Rialto Capital Advisors, LLC,the special servicer under the BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan is serviced, andthe MSBAM 2016-C29 pooling and servicing agreement, pursuant to which theGulfport Premium Outlets mortgage loan is serviced, is also the specialservicer under the MSC 2015-UBS8 pooling and servicing agreement, pursuant towhich the 525 Seventh Avenue and Ellenton Premium Outlets mortgage loans areserviced.

 

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

 

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

 

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

 

MaterialInstance of Noncompliance

 

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

 

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

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland is currently remediating the Schedule ALreporting for the CMBS transactions found to be incorrect, and will be makingimprovements to its systems, processes and procedures to support its ScheduleAL reporting obligations.

 

Thereport on assessment of compliance with applicable servicing criteria furnishedpursuant to Item 1122 of Regulation AB by CWCapital Asset Management LLC(“CWCAM”) discloses that a material instance of noncompliance occurred, asdescribed below:

 

MaterialInstance of Noncompliance:

 

1122(d)(2)(vii): “Reconciliations are prepared on amonthly basis for all asset-backed securities related bank accounts, includingcustodial accounts and related bank clearing accounts. These reconciliations:(A) are mathematically accurate; (B) are prepared within 30 calendar days afterthe bank statement cutoff date, or such other number of days specified in thetransaction agreements; (C) are reviewed and approved by someone other than theperson who prepared the reconciling items; and (D) contain explanations forreconciling items. These reconciling items are resolved within 90 calendar daysof their original identification, or such other number of days specified in thetransaction agreements.”

 

The instance of material noncompliance, for thereporting period included a failure to complete the required bankreconciliations within 30 calendar days after the bank statement cutoffdate.  In five of the twelve months related to the reporting period, therequired reconciliations were not completed within the 30 calendar daysrequirement as follows:

 

February 2018: bank reconciliations wereprepared on June 22, 2018

 

March 2018: bank reconciliations wereprepared on May 1, 2018

 

September 2018: bank reconciliations wereprepared on November 6, 2018

 

November 2018: bank reconciliations wereprepared on February 19, 2019

 

December 2018: bank reconciliations wereprepared on February 6, 2019

 

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

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

In response to the lack of adherence to company policyand procedures, CWCAM’s Compliance Committee reviewed the reasons fornoncompliance and added two additional procedures to supplement its existingprocedures:

 

1) the accounting department has added the completion ofbank account reconciliations within 30 calendar days to its monthly closingchecklist, which is reviewed and signed off by a CWCAM officer; and

 

2) the Chief Financial Officer has set up a monthlyelectronic reminder requiring that the completed bank reconciliations beforwarded to the CFO for an additional layer of review.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**Part IV**

 

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

 

(a) Exhibits.

 

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

 

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

 

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

 

(4.4)Pooling and Servicing Agreement, dated as of February1, 2016, between Banc of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, C-IIIAsset Management LLC, as special servicer, Wells Fargo Bank, NationalAssociation, as certificate administrator, U.S. Bank National Association, astrustee, Park Bridge Lender Services LLC, as operating advisor, and Park BridgeLender Services LLC, as asset representations reviewer, relating to the MSBAM2016-C28 securitization transaction, pursuant to which the Princeton PikeCorporate Center Mortgage Loan is serviced (filed as Exhibit 4.4 to theregistrant's Current Report on Form 8-K filed on March 9, 2016 under SEC FileNo. 333-206582-01 and incorporated by reference herein).

 

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

 

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

 

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

 

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

 

(33)  Reports on assessment ofcompliance with servicing criteria for asset-backed securities.

33.1  Wells FargoBank, National Association, as CertificateAdministrator

33.2  Wells FargoBank, National Association, as Custodian

33.3  KeyBank NationalAssociation, as Master Servicer

33.4  CWCapital AssetManagement LLC, as Special Servicer 

33.5  Park BridgeLender Services LLC, as Operating Advisor

33.6  BerkadiaCommercial Mortgage LLC, as Primary Servicer 

33.7  Midland LoanServices, a Division of PNC Bank, NationalAssociation, as Master Servicer under the MSC 2015-UBS8 securitization,pursuant to which the following mortgage loans were serviced by such party: 525Seventh Avenue (from 1/1/18 to 12/31/18) and Ellenton Premium Outlets (from1/1/18 to 12/31/18)

33.8  KeyBank NationalAssociation, as Master Servicer underthe CSMC 2015-GLPB securitization, pursuant to which the following mortgageloans were serviced by such party: GLP Industrial Portfolio B (from 1/1/18 to12/31/18) (see Exhibit 33.3) 

33.9  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Princeton Pike Corporate Center(from 1/1/18 to 12/31/18) 

33.10  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party:Princeton Pike Corporate Center (from 1/1/18 to 12/31/18)

33.11  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Princeton Pike CorporateCenter (from 1/1/18 to 12/31/18) 

33.12  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/18 to 12/31/18) (see Exhibit33.7) 

33.13  Wells FargoBank, 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 1/1/18 to 12/31/18) (see Exhibit 33.9) 

33.14 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/18to 12/31/18) (see Exhibit 33.7)

33.15  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the BACM 2016-UBS10 securitization, pursuantto which the following mortgage loans were serviced by such party: Grove CityPremium Outlets (from 1/1/18 to 12/31/18) (see Exhibit 33.10) 

33.16  National TaxSearch, 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 1/1/18 to 12/31/18) (see Exhibit 33.11) 

33.17  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/18 to 12/31/18) (see Exhibit 33.9) 

33.18 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced: Gulfport Premium Outlets (from 1/1/18to 12/31/18) (see Exhibit 33.7)

33.19  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C29 securitization, pursuantto which the following mortgage loans were serviced by such party: GulfportPremium Outlets (from 1/1/18 to 12/31/18) (see Exhibit 33.10) 

33.20  National TaxSearch, 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 1/1/18 to 12/31/18) (see Exhibit 33.11) 

33.21  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/18 to12/31/18) and Ellenton Premium Outlets (from 1/1/18 to 12/31/18)

33.22  AEGON USARealty Advisors, LLC, as Special Servicerunder the CSMC 2015-GLPB securitization, pursuant to which the followingmortgage loans were serviced by such party: GLP Industrial Portfolio B (from1/1/18 to 12/31/18)

33.23  C-III AssetManagement LLC, as Special Servicer underthe MSBAM 2016-C28 securitization, pursuant to which the following mortgageloans were serviced by such party: Princeton Pike Corporate Center (from 1/1/18to 12/31/18) 

33.24  TorchlightLoan Services, LLC, as Special Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/18 to 12/31/18)

33.25  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 33.21) 

33.26  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 33.21) 

33.27  Wells FargoBank, National Association, as Custodianunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/18 to12/31/18) and Ellenton Premium Outlets (from 1/1/18 to 12/31/18) (see Exhibit33.2) 

33.28  Wells FargoBank, National Association, as Custodianunder the CSMC 2015-GLPB securitization, pursuant to which the followingmortgage loans were serviced by such party: GLP Industrial Portfolio B (from1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.29  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Princeton Pike Corporate Center(from 1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.30  Wells FargoBank, National Association, as Custodianunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.31  Wells FargoBank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 33.2) 

33.32  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 33.2) 

 

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

34.1  Wells FargoBank, National Association, as CertificateAdministrator

34.2  Wells FargoBank, National Association, as Custodian

34.3  KeyBank NationalAssociation, as Master Servicer

34.4  CWCapital AssetManagement LLC, as Special Servicer 

34.5  Park BridgeLender Services LLC, as Operating Advisor

34.6  BerkadiaCommercial Mortgage LLC, as Primary Servicer 

34.7  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/18 to 12/31/18) and Ellenton PremiumOutlets (from 1/1/18 to 12/31/18)

34.8  KeyBank NationalAssociation, as Master Servicer underthe CSMC 2015-GLPB securitization, pursuant to which the following mortgage loanswere serviced by such party: GLP Industrial Portfolio B (from 1/1/18 to12/31/18) (see Exhibit 34.3) 

34.9  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Princeton Pike CorporateCenter (from 1/1/18 to 12/31/18) 

34.10  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party:Princeton Pike Corporate Center (from 1/1/18 to 12/31/18)

34.11  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Princeton Pike CorporateCenter (from 1/1/18 to 12/31/18) 

34.12  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/18 to 12/31/18) (see Exhibit34.7) 

34.13  Wells FargoBank, 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 1/1/18 to 12/31/18) (see Exhibit 34.9) 

34.14 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/18to 12/31/18) (see Exhibit 34.7)

34.15  CoreLogicCommercial Real Estate Services, Inc., 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 1/1/18 to 12/31/18) (see Exhibit 34.10) 

34.16  National TaxSearch, 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 1/1/18 to 12/31/18) (see Exhibit 34.11) 

34.17  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/18 to 12/31/18) (see Exhibit 34.9) 

34.18 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced: Gulfport Premium Outlets (from 1/1/18to 12/31/18) (see Exhibit 34.7)

34.19  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C29 securitization, pursuantto which the following mortgage loans were serviced by such party: GulfportPremium Outlets (from 1/1/18 to 12/31/18) (see Exhibit 34.10) 

34.20  National TaxSearch, 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 1/1/18 to 12/31/18) (see Exhibit 34.11) 

34.21  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/18 to12/31/18) and Ellenton Premium Outlets (from 1/1/18 to 12/31/18)

34.22  AEGON USARealty Advisors, LLC, as Special Servicerunder the CSMC 2015-GLPB securitization, pursuant to which the followingmortgage loans were serviced by such party: GLP Industrial Portfolio B (from1/1/18 to 12/31/18)

34.23  C-III AssetManagement LLC, as Special Servicer underthe MSBAM 2016-C28 securitization, pursuant to which the following mortgageloans were serviced by such party: Princeton Pike Corporate Center (from 1/1/18to 12/31/18) 

34.24  TorchlightLoan Services, LLC, as Special Servicerunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/18 to 12/31/18)

34.25  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 34.21) 

34.26  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 34.21) 

34.27  Wells FargoBank, National Association, as Custodianunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/18 to12/31/18) and Ellenton Premium Outlets (from 1/1/18 to 12/31/18) (see Exhibit34.2) 

34.28  Wells FargoBank, National Association, as Custodianunder the CSMC 2015-GLPB securitization, pursuant to which the followingmortgage loans were serviced by such party: GLP Industrial Portfolio B (from1/1/18 to 12/31/18) (see Exhibit 34.2) 

34.29  Wells FargoBank, National Association, as Custodian underthe MSBAM 2016-C28 securitization, pursuant to which the following mortgageloans were serviced by such party: Princeton Pike Corporate Center (from 1/1/18to 12/31/18) (see Exhibit 34.2) 

34.30  Wells FargoBank, National Association, as Custodianunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/18 to 12/31/18) (see Exhibit 34.2) 

34.31  Wells FargoBank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 34.2) 

34.32  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 34.2) 

 

(35). Servicercompliance statement.

35.1  Wells FargoBank, National Association, as CertificateAdministrator

35.2  Wells FargoBank, National Association, as Custodian

35.3  KeyBank NationalAssociation, as Master Servicer

35.4  CWCapital AssetManagement LLC, as Special Servicer 

35.5  BerkadiaCommercial Mortgage LLC, as Primary Servicer 

35.6  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/18 to 12/31/18) and Ellenton PremiumOutlets (from 1/1/18 to 12/31/18)

35.7  KeyBank NationalAssociation, as Master Servicer underthe CSMC 2015-GLPB securitization, pursuant to which the following mortgageloans were serviced by such party: GLP Industrial Portfolio B (from 1/1/18 to12/31/18) (see Exhibit 35.3) 

35.8  Wells FargoBank, National Association, as Master Servicerunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Princeton Pike Corporate Center(from 1/1/18 to 12/31/18) 

35.9  Midland LoanServices, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/18 to 12/31/18) (see Exhibit35.6) 

35.10  Wells FargoBank, 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 1/1/18 to 12/31/18)

35.11 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/18to 12/31/18) (see Exhibit 35.6)

35.12  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/18 to 12/31/18)

35.13 Midland LoanServices, a Division of PNC Bank, National Association, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced: Gulfport Premium Outlets (from 1/1/18to 12/31/18) (see Exhibit 35.6)

35.14  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/18 to12/31/18) and Ellenton Premium Outlets (from 1/1/18 to 12/31/18)

35.15  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18)

35.16  Rialto CapitalAdvisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/18 to 12/31/18)

35.17  Wells FargoBank, National Association, as Custodianunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/18 to12/31/18) and Ellenton Premium Outlets (from 1/1/18 to 12/31/18) (see Exhibit35.2) 

35.18  Wells FargoBank, National Association, as Custodianunder the CSMC 2015-GLPB securitization, pursuant to which the following mortgageloans were serviced by such party: GLP Industrial Portfolio B (from 1/1/18 to12/31/18) (see Exhibit 35.2) 

35.19  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Princeton Pike Corporate Center(from 1/1/18 to 12/31/18) (see Exhibit 35.2) 

35.20  Wells FargoBank, National Association, as Custodianunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/18 to 12/31/18) (see Exhibit 35.2) 

35.21  Wells FargoBank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 35.2) 

35.22  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/18 to 12/31/18) (see Exhibit 35.2) 

 

(99.1)Mortgage Loan Purchase Agreement, dated February 19,2016, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.1 to the registrant's Current Report on Form8-K filed on March 9, 2016 under SEC File No. 333-206582-01 and incorporated byreference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated February 19,2016, between Morgan Stanley Capital I Inc. and Bank of America, NationalAssociation. (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on March 9, 2016 under SEC File No. 333-206582-01 and incorporated byreference herein).

 

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

 

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

 

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

 

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

 

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

 

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

 

(99.9)Agreement Between Note Holders, dated as ofFebruary19, 2016, between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, MorganStanley Bank, N.A., as Initial Note A-2 Holder, and Morgan Stanley Bank, N.A.,as Initial Note A-3 Holder, relating to the Princeton Pike Corporate Centerloan combination (filed as Exhibit 99.9 to the registrant's Current Report onForm 8-K filed on March 9, 2016 under SEC File No. 333-206582-01 and incorporatedby reference herein), as amended and restated pursuant to that certain Amendedand Restated Agreement Between Note Holders, dated as of April 21, 2016,between U.S. Bank National Association, as trustee for Morgan Stanley Bank ofAmerica Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-ThroughCertificates, Series 2016-C28, as Note A-1 Holder, Wells Fargo Bank, NationalAssociation, as trustee for Morgan Stanley Capital I Trust 2016-UBS9,Commercial Mortgage Pass-Through Certificates, Series 2016-UBS9, as Note A-2Holder, Morgan Stanley Bank, N.A., as Note A-3 Holder, and Morgan Stanley Bank,N.A., as Note A-4 Holder (filed as Exhibit 99.15 to the registrant's CurrentReport on Form 8-K filed on April 26, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein).

 

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

 

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

 

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

 

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

 

(99.14)Subservicing Agreement, dated as of March 1, 2016between KeyBank National Association, as master servicer, and Berkadia CommercialMortgage LLC, as subservicer (filed as Exhibit 99.14 to the registrant'sCurrent Report on Form 8-K/A filed on March 16, 2016 under SEC File No.333-206582-01 and incorporated by reference herein).

 

(b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

 

Date:March 29, 2019