**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, 2017 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:333-206582-02**

 

**Central Index Key Number of the issuingentity:0001669990**

 

**Morgan Stanley Bank of America Merrill Lynch Trust2016-C29**

**(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 its charter)**

 

**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)**

 

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

 

**Starwood Mortgage Funding III LLC**

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

 

**Central Index Key Number of the sponsor:0001089877**

 

**KeyBank National Association**

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

 

 

|                                                                |
|---------------------------------------------------------------------|
| **New York**                                                   |   |   |   |   |   |   |
|                                                                | **38‐3991402** |
| **(State or other jurisdiction of incorporation or  organization)** |   | **38‐3991403** |
|                                                                | **38‐7145119** |
|                                                                | **(I.R.S. Employer Identification No.)** |   |   |
|                                                                |   |

**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 reports requiredto be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrantwas required to file such reports), and (2) has been subject to such filingrequirements 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).

 

Not applicable.

 

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, or emerginggrowth 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 MSBAM 2016-C29 mortgage pool includes the following mortgage loans, each ofwhich is serviced pursuant to a separate pooling and servicing agreement (each,an “Outside Pooling and Servicing Agreement”):• the Grove City Premium Outlets mortgage loan, which is servicedpursuant to the BACM 2016-UBS10 pooling and servicing agreement attached heretoas Exhibit 4.4;

• the Penn Square Mall mortgage loan, which is serviced pursuant to theMSC 2016-PSQ pooling and servicing agreement attached hereto as Exhibit 4.2;and• the Le Meridien Cambridge MIT mortgage loan and the Princeton PikeCorporate Center mortgage loan, which were serviced pursuant to the MSBAM2016-C28 pooling and servicing agreement attached hereto as Exhibit 4.3.Except as set forth below, each of the parties to each pooling and servicingagreement listed in the Exhibit Index both (1) participates in the servicingfunction for purposes of Item 1122 of Regulation AB and (2) constitutes aservicer that meets the criteria in Item 1108(a)(2)(i) through (iii) ofRegulation AB for purposes of Item 1123 of Regulation AB:

 

•The trustee under a pooling and servicing agreement has a nominal role with respectto the mortgage pool securitized pursuant to such pooling and servicingagreement. The trustee’s only servicing function is the contingentobligation to make certain advances if the master servicer under such poolingand servicing agreement fails to do so, while all other servicing functions areperformed by other parties. The trustee under each of the pooling and servicingagreements listed in the Exhibit Index has confirmed to the registrant that ithas not made any such contingent advances during the reporting period, andconsequently, each such trustee 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” underItem 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.

 

•The certificate administrator under a pooling and servicing agreement performsvarious payment administration functions solely for the securitization governedby such pooling and servicing agreement and the mortgage pool securitizedpursuant to such pooling and servicing agreement and does not have anyobligations with respect to any other transaction. Consequently, thecertificate administrator under an Outside Pooling and Servicing Agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, nor does it perform the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

•The operating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by suchpooling and servicing agreement and is responsible for monitoring theperformance of the special servicer under such pooling and servicing agreementand producing certain reports to certificateholders relating to the resolutionof the mortgage pool securitized pursuant to such pooling and servicingagreement. The operating advisor under a pooling and servicing agreement doesnot have any obligations with respect to any other transaction and is solelyobligated to perform loan reporting functions with respect to thesecuritization governed by such pooling and servicing agreement. Consequently,the operating advisor under an Outside Pooling and Servicing Agreement neitherparticipates in the servicing function for purposes of Item 1122 of RegulationAB nor performs the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item1123 of Regulation AB. In addition, while the operating advisor under a poolingand servicing agreement has certain reporting obligations in respect of therelated mortgage pool, it has no obligation to collect or disburse funds inrespect of the mortgage pool or to administer any of the underlying mortgageloans. Consequently, the operating advisor under a pooling and servicingagreement participates in the servicing function for purposes of Item 1122 of RegulationAB, but is not responsible for the “management or collection of the poolassets or making allocations or distributions to holders of the asset-backedsecurities” within the meaning of “servicer” under Item 1101of Regulation AB and does not perform the functions of a servicer for purposesof Item 1123 of Regulation AB.

 

•The asset representations reviewer under a pooling and servicing agreement hasa limited obligation to review certain delinquent mortgage loans after aspecified delinquency threshold has been met and the required percentage ofcertificateholders vote to direct a review of such delinquent mortgage loans,and has no obligation to collect or disburse funds in respect of the mortgagepool, to administer any of the underlying mortgage loans or to perform anyservicing function.  Consequently, the asset representations reviewerunder a pooling and servicing agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, is not responsible for the“management or collection of the pool assets or making allocations ordistributions to holders of the asset-backed securities” within themeaning 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, is the special servicer under the MSC2016-PSQ pooling and servicing agreement, pursuant to which the Penn SquareMall mortgage loan is serviced. Because Wells Fargo Bank, National Associationis not the MSBAM 2016-C29 special servicer, is not affiliated with any sponsorand services only the Penn Square Mall mortgage loan, which constitutes morethan 5% but less than 10% of the mortgage pool, Wells Fargo Bank, National Association,as MSC 2016-PSQ special servicer constitutes a reporting “servicingfunction 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, asspecified in the Instruction to Item 1123.

 

•C-III Asset Management LLC, is the special servicer under the MSBAM 2016-C28pooling and servicing agreement, pursuant to which the Le Meridien CambridgeMIT and Princeton Pike Corporate Center mortgage loans are serviced. BecauseC-III Asset Management LLC is not the MSBAM 2016-C29 special servicer, is notaffiliated with any sponsor and services only the Le Meridien Cambridge MIT andPrinceton Pike Corporate Center mortgage loans, which collectively constituteless than 5% of the mortgage pool, C-III Asset Management LLC, as MSBAM2016-C28 special servicer does not constitute a reporting “servicingfunction participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, and does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, asspecified in the Instruction to Item 1123.

 

Inaddition, each of the following parties engaged the services of certainservicing function participants and sub-servicers for the reporting period, asset forth below:

 

•Wells Fargo Bank, National Association, as master servicer, engaged theservices of KeyBank National Association, as a sub-servicer in respect of theentire mortgage pool for the reporting period.

• Wells Fargo Bank, National Association, as master servicer, engaged theservices of (i) CoreLogic Commercial Real Estate Services, Inc. and NationalTax Search, LLC, in each case as a servicing function participant in respect ofthe entire mortgage pool for the reporting period; (ii) Midland Loan Services,LLC, as a sub-servicer in respect of 9.07% of the mortgage pool for thereporting period; and (iii) NorthMarq Capital, LLC, as a servicing functionparticipant in respect of 5.06% of the mortgage pool for the reporting period.

• Wells Fargo Bank, National Association, as master servicer under theBACM 2016-UBS10 pooling and servicing agreement, pursuant to which the GroveCity Premium Outlets mortgage loan is serviced, engaged the services of MidlandLoan Services, a Division of PNC Bank, National Association, as a sub-servicerin respect of the Grove City Premium Outlets mortgage loan, and of CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the Grove City PremiumOutlets mortgage loan for the reporting period.

 

•Wells Fargo Bank, National Association, as master servicer and special servicerunder the MSC 2016-PSQ trust and servicing agreement, pursuant to which thePenn Square Mall mortgage loan is serviced, engaged the services of CoreLogicCommercial Real Estate Services, Inc. and National Tax Search, LLC, in eachcase as a servicing function participant in respect of the Penn Square Mallmortgage loan for the reporting period.

 

•Wells Fargo Bank, National Association, as master servicer under the MSC2016-C28 pooling and servicing agreement, pursuant to which the Le MeridienCambridge MIT mortgage loan and Princeton Pike Corporate Center mortgage loanare serviced, engaged the services of CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the Le Meridien Cambridge MIT mortgage loanand the Princeton Pike Corporate Center 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.**

 

Not applicable.

 

**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 nolegal proceeding pending against the sponsors, depositor, trustee, issuingentity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originatorcontemplated by Item 1110(b) of Regulation AB, or other party contemplated byItem 1100(d)(1) of Regulation AB, or of which any property of the foregoing isthe subject, that is material to security holders, other than as disclosed inthe prospectus of the issuing entity filed in a 424(b)(2) filing dated May 5,2016, and other than as follows:

 

On June 18, 2014, a group ofinstitutional investors filed a civil complaint in the Supreme Court of theState of New York, New York County, against Wells Fargo Bank, N.A.,(“Wells Fargo Bank”) in its capacity as trustee under 276residential mortgage backed securities (“RMBS”) trusts, which waslater amended on July 18, 2014, to increase the number of trusts to 284 RMBStrusts. On November 24, 2014, the plaintiffs filed a motion to voluntarilydismiss the state court action without prejudice. That same day, a group ofinstitutional investors filed a putative class action complaint in the UnitedStates District Court for the Southern District of New York (the“District Court”) against Wells Fargo Bank, alleging claims againstthe bank in its capacity as trustee for 274 RMBS trusts (the “Federal CourtComplaint”). In December 2014, the plaintiffs’ motion tovoluntarily dismiss their original state court action was granted. As with theprior state court action, the Federal Court Complaint is one of six similarcomplaints filed contemporaneously against RMBS trustees (Deutsche Bank,Citibank, HSBC, Bank of New York Mellon and US Bank) by a group ofinstitutional investor plaintiffs. The Federal Court Complaint against WellsFargo Bank alleges that the trustee caused losses to investors and assertscauses of action based upon, among other things, the trustee's alleged failureto: (i) notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, (ii) notify investors ofalleged events of default, and (iii) abide by appropriate standards of carefollowing alleged events of default. Relief sought includes money damages in anunspecified amount, reimbursement of expenses, and equitable relief. Othercases alleging similar causes of action have been filed against Wells FargoBank and other trustees in the District Court by RMBS investors in these andother transactions, and these cases against Wells Fargo Bank are proceedingbefore the same District Court judge. A similar complaint was also filed May27, 2016 in New York state court by a different plaintiff investor. On January19, 2016, an order was entered in connection with the Federal Court Complaintin which the District Court declined to exercise jurisdiction over 261 trustsat issue in the Federal Court Complaint; the District Court also allowedplaintiffs to file amended complaints as to the remaining, non-dismissedtrusts, if they so chose, and three amended complaints have been filed. OnDecember 17, 2016, the investor plaintiffs in the 261 trusts dismissed from theFederal Court Complaint filed a new complaint in New York state court (the“State Court Complaint”). In September 2017, Royal Park InvestmentsSA/NV (“Royal Park”), one of the plaintiffs in the District Courtcases against Wells Fargo Bank, filed a putative class action complaintrelating to two trusts seeking declaratory and injunctive relief and moneydamages based on Wells Fargo Bank’s indemnification from trust funds forlegal fees and expenses Wells Fargo Bank incurs or has incurred in defending theDistrict Court case filed by Royal Park. With respect to the foregoinglitigations, Wells Fargo Bank believes plaintiffs' claims are without merit andintends to contest the claims vigorously, but there can be no assurances as tothe outcome of the litigations or the possible impact of the litigations onWells 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 suit in the Supreme Court of New York, County of New York, againstKeyBank National Association and Berkadia Commercial Mortgage LLC(collectively, the “CIBC18 Servicers”). The suit was filedderivatively on behalf of the CIBC18 Trust. The action was brought in connectionwith the CIBC18 Servicers’ determination of the fair value of a loan,secured by the Bryant Park Hotel in New York City, held by the CIBC18 Trust andsold to an assignee of the CIBC18 Trust’s directing certificateholder,pursuant to an exercise of the fair value option set forth in the pooling andservicing agreement governing the CIBC18 Trust. There can be no assurances asto the outcome of the action or the possible impact of the litigation on theCIBC18 Servicers. Both CIBC18 Servicers deny liability, believe that theyperformed their obligations in accordance with the terms of the pooling andservicing agreement applicable to the CIBC18 Trust, and have contested theclaims asserted against them, filing a motion to dismiss the case. On November28, 2016, the motion to dismiss was granted. The plaintiff certificateholderfiled an appeal, and the appeal is pending.

 

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

 

Inaddition to the information regarding this Item that has been disclosed in theprospectus of the issuing entity filed in a 424(b)(2) filing dated May 5, 2016,(i) Wells Fargo Bank, National Association, the master servicer under the BACM2016-UBS10 pooling and servicing agreement, pursuant to which the Grove CityPremium Outlets mortgage loan is serviced, is also the MSBAM 2016-C29 masterservicer, the master servicer under the MSC 2016-PSQ trust and servicingagreement, pursuant to which the Penn Square Mall mortgage loan is serviced,and the master servicer under the MSBAM 2016-C28 pooling and servicingagreement, pursuant to which the Le Meridien Cambridge MIT and Princeton PikeCorporate Center mortgage loans are serviced; (ii) Rialto Capital Advisors,LLC, the special servicer under the BACM 2016-UBS10 pooling and servicingagreement, pursuant to which the Grove City Premium Outlets mortgage loan isserviced, is also the MSBAM 2016-C29 special servicer; and (iii) Wells FargoBank, National Association, the custodian under the BACM 2016-UBS10 pooling andservicing agreement, pursuant to which the Grove City Premium Outlets mortgageloan is serviced, is also the MSBAM 2016-C29 custodian and the custodian undereach Outside Pooling and Servicing Agreement pursuant to which the outsideserviced mortgage loans are currently serviced.

 

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

 

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

 

**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 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, Wells Fargo Bank, National Association, as certificateadministrator, certificate registrar, authenticating agent and custodian,Wilmington Trust, National Association, as trustee, and Park Bridge LenderServices LLC, as operating advisor and asset representations reviewer (filed asExhibit 4.1 to the registrant's Current Report on Form 8-K filed on May 5, 2016under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(4.2)Trustand Servicing Agreement, dated as of February 1, 2016, between Morgan StanleyCapital I Inc., as depositor, Wells Fargo Bank, National Association, asservicer, special servicer and certificate administrator, and Wilmington Trust,National Association, as trustee, relating to the MSC 2016-PSQ securitizationtransaction, pursuant to which the Penn Square Mall Mortgage Loan is serviced(filed as Exhibit 4.3 to the registrant's Current Report on Form 8-K filed onMay 5, 2016 under SEC File No. 333-206582-02 and incorporated by referenceherein).

 

(4.3)Poolingand Servicing Agreement, dated as of February 1, 2016, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, C-III Asset Management LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, U.S. Bank National Association, as trustee, Park Bridge LenderServices LLC, as operating advisor, and Park Bridge Lender Services LLC, asasset representations reviewer, relating to the MSBAM 2016-C28 securitizationtransaction, pursuant to which the Le Meridien Cambridge MIT Mortgage Loan andthe Princeton Pike Corporate Center Mortgage Loan are serviced (filed asExhibit 4.4 to the registrant's Current Report on Form 8-K filed on May 5, 2016under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(4.4)Poolingand Servicing Agreement, dated as of June 1, 2016, between Banc of AmericaMerrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, 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 theBACM 2016-UBS10 securitization transaction, pursuant to which the Grove CityPremium Outlets Mortgage Loan is serviced (filed as Exhibit 4.5 to theregistrant's Current Report on Form 8-K filed on June 13, 2016 under SEC FileNo. 333-206582-02 and incorporated by reference herein).

 

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

 

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

33.1  Wells FargoBank, National Association, as CertificateAdministrator

33.2  Wells FargoBank, National Association, as Custodian

33.3  Wells FargoBank, National Association, as MasterServicer

33.4  Rialto CapitalAdvisors, LLC, as Special Servicer

33.5  Park BridgeLender Services LLC, as Operating Advisor

33.6  KeyBank NationalAssociation, as Primary Servicer

33.7  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

33.8  National TaxSearch, LLC, as Servicing FunctionParticipant

33.9  Midland LoanServices, a Division of PNC Bank,National Association, as Sub-Servicer

33.10  NorthMarqCapital, LLC, as Servicing FunctionParticipant

33.11  Wells FargoBank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 33.3) 

33.12  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced: Grove CityPremium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 33.7) 

33.13  National TaxSearch, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17) (see Exhibit 33.8) 

33.14  Midland LoanServices, 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: Grove CityPremium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 33.9) 

33.15  Wells FargoBank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (seeExhibit 33.3) 

33.16  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced: Penn Square Mall (from1/1/17 to 12/31/17) (see Exhibit 33.7) 

33.17  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 33.8) 

33.18  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17to 12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 33.3) 

33.19  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced: Le MeridienCambridge MIT (from 1/1/17 to 12/31/17) and Princeton Pike Corporate Center(from 1/1/17 to 12/31/17) (see Exhibit 33.7) 

33.20  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17to 12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 33.8) 

33.21  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17) (see Exhibit 33.4) 

33.22  Wells FargoBank, National Association, as SpecialServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (seeExhibit 33.3) 

33.23  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced: Penn Square Mall (from1/1/17 to 12/31/17) (see Exhibit 33.7) 

33.24  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 33.8) 

33.25  Wells FargoBank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17) (see Exhibit 33.2) 

33.26  Wells FargoBank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit33.2) 

33.27  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17 to12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 33.2) 

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1  Wells FargoBank, National Association, as CertificateAdministrator

34.2  Wells FargoBank, National Association, as Custodian

34.3  Wells FargoBank, National Association, as MasterServicer

34.4  Rialto CapitalAdvisors, LLC, as Special Servicer

34.5  Park BridgeLender Services LLC, as Operating Advisor

34.6  KeyBank NationalAssociation, as Primary Servicer

34.7  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant

34.8  National TaxSearch, LLC, as Servicing FunctionParticipant

34.9  Midland LoanServices, a Division of PNC Bank,National Association, as Sub-Servicer

34.10  NorthMarqCapital, LLC, as Servicing FunctionParticipant

34.11  Wells FargoBank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 34.3) 

34.12  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced: Grove CityPremium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 34.7) 

34.13  National TaxSearch, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17) (see Exhibit 34.8) 

34.14  Midland LoanServices, 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: Grove CityPremium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 34.9) 

34.15  Wells FargoBank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (seeExhibit 34.3) 

34.16  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced: Penn Square Mall (from1/1/17 to 12/31/17) (see Exhibit 34.7) 

34.17  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 34.8) 

34.18  Wells FargoBank, National Association, as MasterServicer under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17to 12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 34.3) 

34.19  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced: Le MeridienCambridge MIT (from 1/1/17 to 12/31/17) and Princeton Pike Corporate Center(from 1/1/17 to 12/31/17) (see Exhibit 34.7) 

34.20  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17to 12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 34.8) 

34.21  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to 12/31/17)(see Exhibit 34.4) 

34.22  Wells FargoBank, National Association, as SpecialServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (seeExhibit 34.3) 

34.23  CoreLogicCommercial Real Estate Services, Inc., asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced: Penn Square Mall (from1/1/17 to 12/31/17) (see Exhibit 34.7) 

34.24  National TaxSearch, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 34.8) 

34.25  Wells FargoBank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17) (see Exhibit 34.2) 

34.26  Wells FargoBank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit34.2) 

34.27  Wells FargoBank, National Association, as Custodian underthe MSBAM 2016-C28 securitization, pursuant to which the following mortgageloans were serviced: Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) andPrinceton Pike Corporate Center (from 1/1/17 to 12/31/17) (see Exhibit 34.2) 

 

(35)Servicer compliance statement.

35.1  Wells FargoBank, National Association, as CertificateAdministrator

35.2  Wells FargoBank, National Association, as Custodian

35.3  Wells FargoBank, National Association, as MasterServicer

35.4  Rialto CapitalAdvisors, LLC, as Special Servicer

35.5  KeyBank NationalAssociation, as Primary Servicer

35.6  Midland LoanServices, a Division of PNC Bank,National Association, as Sub-Servicer

35.7  Wells FargoBank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) 

35.8  Midland LoanServices, 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: Grove CityPremium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 35.6) 

35.9  Wells FargoBank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17)

35.10  Wells FargoBank, National Association, as Master Servicerunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17 to12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17)

35.11  Rialto CapitalAdvisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17)

35.12  Wells FargoBank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced: Grove City Premium Outlets (from 1/1/17 to12/31/17) (see Exhibit 35.2) 

35.13  Wells FargoBank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit35.2) 

35.14  Wells FargoBank, National Association, as Custodianunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17 to12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 35.2) 

 

(99.1)Mortgage Loan Purchase Agreement, dated April 22,2016,between Morgan Stanley Capital I Inc. and Bank of America, National Association(filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed onMay 5, 2016 under SEC File No. 333-206582-02 and incorporated by referenceherein).

 

(99.2)Mortgage Loan Purchase Agreement, dated April22, 2016,between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage CapitalHoldings LLC (filed as Exhibit 99.2 to the registrant's Current Report on Form8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated April22, 2016,between Morgan Stanley Capital I Inc., Starwood Mortgage Funding III LLC andStarwood Mortgage Capital LLC (filed as Exhibit 99.3 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated April22, 2016,between Morgan Stanley Capital I Inc. and KeyBank National Association (filedas Exhibit 99.4 to the registrant's Current Report on Form 8-K filed on May 5,2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of April19,2016, between Bank of America, N.A., as Initial Note A-1 Holder and Bank ofAmerica, N.A., as Initial Note A-2 Holder, relating to the 300 Four Falls loancombination (filed as Exhibit 99.5 to the registrant's Current Report on Form8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(99.6)Agreement Between Note Holders, dated as ofNovember 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 99.6 to the registrant's CurrentReport on Form 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 andincorporated by reference herein).

 

(99.7)Amended and Restated Agreement Between NoteHolders,dated as of March 8, 2016, between Wells Fargo Bank, National Association, asMSC 2015-UBS8 trustee, as Note A-1 Holder, UBS Real Estate Securities Inc., asInitial Note A-2 Holder, UBS Real Estate Securities Inc., as Initial Note A-3Holder, UBS Real Estate Securities Inc., as Initial Note A-4 Holder, and Bankof America, National Association, as Initial Note A-5 Holder, relating to theGrove City Premium Outlets loan combination (filed as Exhibit 99.7 to theregistrant's Current Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of February11, 2016, between Morgan Stanley Bank, N.A., as Initial Note A-1A Holder,Morgan Stanley Bank, N.A., as Initial Note A-1B Holder, Morgan Stanley Bank,N.A., as Initial Note A-1C Holder, and Morgan Stanley Bank, N.A., as InitialNote A-2 Holder, relating to the Penn Square Mall loan combination (filed asExhibit 99.8 to the registrant's Current Report on Form 8-K filed on May 5,2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as ofFebruary 5,2016, between Bank of America, N.A., as Initial Note A-1 Holder, Bank ofAmerica, N.A., as Initial Note A-2 Holder, and Bank of America, N.A., asInitial Note A-3 Holder, relating to the Le Meridien Cambridge MIT loancombination (filed as Exhibit 99.9 to the registrant's Current Report on Form8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(99.10)Amended and Restated Agreement Between Note Holders,dated as of April 21, 2016, between U.S. Bank National Association, as MSBAM2016-C28 trustee, as Note A-1 Holder, Wells Fargo Bank, National Association,as MSC 2016-UBS9 trustee, as Note A-2 Holder, Morgan Stanley Bank, N.A., asNote A-3 Holder, and Morgan Stanley Bank, N.A., as Note A-4 Holder, relating tothe Princeton Pike Corporate Center loan combination (filed as Exhibit 99.1 tothe registrant's Current Report on Form 8-K filed on May 5, 2016 under SEC FileNo. 333-206582-02 and incorporated by reference herein).

 

(99.11)Primary Servicing Agreement, dated as of May 1,2016,between Wells Fargo Bank, National Association, as master servicer, and KeyBankNational Association, as primary servicer (filed as Exhibit 99.11 to theregistrant's Current Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 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/ George Kok

GeorgeKok, President

(seniorofficer in charge of securitization of the depositor)

 

Date:April 2 , 2018

 

 

Exhibit Index

 

Exhibit No.

 

(4.1)Pooling and Servicing Agreement, dated as of May 1, 2016, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as master servicer, Rialto Capital Advisors, LLC, as special servicer, WellsFargo Bank, National Association, as certificate administrator, certificateregistrar, authenticating agent and custodian, Wilmington Trust, NationalAssociation, as trustee, and Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer (filed as Exhibit 4.1 to theregistrant's Current Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(4.2)Trust and Servicing Agreement, dated as of February 1, 2016, between MorganStanley Capital I Inc., as depositor, Wells Fargo Bank, National Association,as servicer, special servicer and certificate administrator, and WilmingtonTrust, National Association, as trustee, relating to the MSC 2016-PSQsecuritization transaction, pursuant to which the Penn Square Mall MortgageLoan is serviced (filed as Exhibit 4.3 to the registrant's Current Report onForm 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporatedby reference herein).

 

(4.3)Pooling and Servicing Agreement, dated as of February 1, 2016, between Banc ofAmerica Merrill Lynch Commercial Mortgage Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, C-III Asset Management LLC, asspecial servicer, Wells Fargo Bank, National Association, as certificateadministrator, U.S. Bank National Association, as trustee, Park Bridge LenderServices LLC, as operating advisor, and Park Bridge Lender Services LLC, asasset representations reviewer, relating to the MSBAM 2016-C28 securitizationtransaction, pursuant to which the Le Meridien Cambridge MIT Mortgage Loan andthe Princeton Pike Corporate Center Mortgage Loan are serviced (filed asExhibit 4.4 to the registrant's Current Report on Form 8-K filed on May 5, 2016under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of June 1, 2016, between Banc ofAmerica Merrill Lynch Commercial Mortgage 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 theBACM 2016-UBS10 securitization transaction, pursuant to which the Grove CityPremium Outlets Mortgage Loan is serviced (filed as Exhibit 4.5 to theregistrant's Current Report on Form 8-K filed on June 13, 2016 under SEC FileNo. 333-206582-02 and incorporated by reference herein).

 

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

 

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

33.1Wells Fargo Bank, National Association, as CertificateAdministrator         

33.2Wells Fargo Bank, National Association, as Custodian 

33.3Wells Fargo Bank, National Association, as MasterServicer        

33.4Rialto Capital Advisors, LLC, as SpecialServicer         

33.5Park Bridge Lender Services LLC, as OperatingAdvisor            

33.6KeyBank National Association, as Primary Servicer     

33.7CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant  

33.8National Tax Search, LLC, as Servicing FunctionParticipant       

33.9Midland Loan Services, a Division of PNC Bank, National Association, asSub-Servicer           

33.10NorthMarq Capital, LLC, as Servicing FunctionParticipant       

33.11Wells Fargo Bank, National Association, as Master Servicer under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced: Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit33.3)         

33.12CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 33.7)   

33.13National Tax Search, LLC, as Servicing Function Participant under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced: Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit33.8)         

33.14Midland Loan Services, a Division of PNC Bank, National Association, asSub-Servicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 33.9)    

33.15Wells Fargo Bank, National Association, as Master Servicer under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit33.3)          

33.16CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 33.7)         

33.17National Tax Search, LLC, as Servicing Function Participant under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit33.8)          

33.18Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2016-C28 securitization, pursuant to which the following mortgage loans wereserviced: Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and PrincetonPike Corporate Center (from 1/1/17 to 12/31/17) (see Exhibit 33.3)   

33.19CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17to 12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 33.7)         

33.20National Tax Search, LLC, as Servicing Function Participant under the MSBAM2016-C28 securitization, pursuant to which the following mortgage loans wereserviced: Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and PrincetonPike Corporate Center (from 1/1/17 to 12/31/17) (see Exhibit 33.8)   

33.21Rialto Capital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced:Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit33.4)         

33.22Wells Fargo Bank, National Association, as Special Servicer under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit33.3)          

33.23CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 33.7)         

33.24National Tax Search, LLC, as Servicing Function Participant under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit33.8)          

33.25Wells Fargo Bank, National Association, as Custodian under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced:Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit33.2)         

33.26Wells Fargo Bank, National Association, as Custodian under the MSC 2016-PSQsecuritization, pursuant to which the following mortgage loans were serviced:Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit33.2)          

33.27Wells Fargo Bank, National Association, as Custodian under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced:Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and Princeton PikeCorporate Center (from 1/1/17 to 12/31/17) (see Exhibit 33.2)   

 

(34)Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

34.1Wells Fargo Bank, National Association, as Certificate Administrator

34.2Wells Fargo Bank, National Association, as Custodian

34.3Wells Fargo Bank, National Association, as Master Servicer

34.4Rialto Capital Advisors, LLC, as Special Servicer

34.5Park Bridge Lender Services LLC, as Operating Advisor

34.6KeyBank National Association, as Primary Servicer

34.7CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant

34.8National Tax Search, LLC, as Servicing Function Participant

34.9Midland Loan Services, a Division of PNC Bank, National Association, asSub-Servicer

34.10NorthMarq Capital, LLC, as Servicing Function Participant

34.11Wells Fargo Bank, National Association, as Master Servicer under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced: Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit34.3)

34.12CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 34.7)

34.13National Tax Search, LLC, as Servicing Function Participant under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced: Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit34.8)

34.14Midland Loan Services, a Division of PNC Bank, National Association, asSub-Servicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 34.9)

34.15Wells Fargo Bank, National Association, as Master Servicer under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.16CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 34.7)

34.17National Tax Search, LLC, as Servicing Function Participant under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit 34.8)

34.18Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2016-C28 securitization, pursuant to which the following mortgage loans wereserviced: Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and PrincetonPike Corporate Center (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.19CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSBAM 2016-C28 securitization, pursuant to which thefollowing mortgage loans were serviced: Le Meridien Cambridge MIT (from 1/1/17to 12/31/17) and Princeton Pike Corporate Center (from 1/1/17 to 12/31/17) (seeExhibit 34.7)

34.20National Tax Search, LLC, as Servicing Function Participant under the MSBAM2016-C28 securitization, pursuant to which the following mortgage loans wereserviced: Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and PrincetonPike Corporate Center (from 1/1/17 to 12/31/17) (see Exhibit 34.8)

34.21Rialto Capital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced:Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 34.4)

34.22Wells Fargo Bank, National Association, as Special Servicer under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit 34.3)

34.23CoreLogic Commercial Real Estate Services, Inc., as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced: Penn Square Mall (from 1/1/17 to12/31/17) (see Exhibit 34.7)

34.24National Tax Search, LLC, as Servicing Function Participant under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit 34.8)

34.25Wells Fargo Bank, National Association, as Custodian under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced:Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 34.2)

34.26Wells Fargo Bank, National Association, as Custodian under the MSC 2016-PSQsecuritization, pursuant to which the following mortgage loans were serviced:Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit 34.2)

34.27Wells Fargo Bank, National Association, as Custodian under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced:Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and Princeton PikeCorporate Center (from 1/1/17 to 12/31/17) (see Exhibit 34.2)

 

(35)Servicer compliance statement.

35.1Wells Fargo Bank, National Association, as Certificate Administrator

35.2Wells Fargo Bank, National Association, as Custodian

35.3Wells Fargo Bank, National Association, as Master Servicer

35.4Rialto Capital Advisors, LLC, as Special Servicer

35.5KeyBank National Association, as Primary Servicer

35.6Midland Loan Services, a Division of PNC Bank, National Association, asSub-Servicer

35.7Wells Fargo Bank, National Association, as Master Servicer under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced: Grove City Premium Outlets (from 1/1/17 to 12/31/17)

35.8Midland Loan Services, a Division of PNC Bank, National Association, asSub-Servicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced: Grove City Premium Outlets (from 1/1/17to 12/31/17) (see Exhibit 35.6)

35.9Wells Fargo Bank, National Association, as Master Servicer under the MSC2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced: Penn Square Mall (from 1/1/17 to 12/31/17)

35.10Wells Fargo Bank, National Association, as Master Servicer under the MSBAM2016-C28 securitization, pursuant to which the following mortgage loans wereserviced: Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and PrincetonPike Corporate Center (from 1/1/17 to 12/31/17)

35.11Rialto Capital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced:Grove City Premium Outlets (from 1/1/17 to 12/31/17)

35.12Wells Fargo Bank, National Association, as Custodian under the BACM 2016-UBS10securitization, pursuant to which the following mortgage loans were serviced:Grove City Premium Outlets (from 1/1/17 to 12/31/17) (see Exhibit 35.2)

35.13Wells Fargo Bank, National Association, as Custodian under the MSC 2016-PSQsecuritization, pursuant to which the following mortgage loans were serviced:Penn Square Mall (from 1/1/17 to 12/31/17) (see Exhibit 35.2)

35.14Wells Fargo Bank, National Association, as Custodian under the MSBAM 2016-C28securitization, pursuant to which the following mortgage loans were serviced:Le Meridien Cambridge MIT (from 1/1/17 to 12/31/17) and Princeton PikeCorporate Center (from 1/1/17 to 12/31/17) (see Exhibit 35.2)

 

(99.1)Mortgage Loan Purchase Agreement, dated April 22, 2016, between Morgan StanleyCapital I Inc. and Bank of America, National Association (filed as Exhibit 99.1to the registrant's Current Report on Form 8-K filed on May 5, 2016 under SECFile No. 333-206582-02 and incorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated April 22, 2016, between Morgan StanleyCapital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed asExhibit 99.2 to the registrant's Current Report on Form 8-K filed on May 5,2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.3)Mortgage Loan Purchase Agreement, dated April 22, 2016, between Morgan StanleyCapital I Inc., Starwood Mortgage Funding III LLC and Starwood Mortgage CapitalLLC (filed as Exhibit 99.3 to the registrant's Current Report on Form 8-K filedon May 5, 2016 under SEC File No. 333-206582-02 and incorporated by referenceherein).

 

(99.4)Mortgage Loan Purchase Agreement, dated April 22, 2016, between Morgan StanleyCapital I Inc. and KeyBank National Association (filed as Exhibit 99.4 to theregistrant's Current Report on Form 8-K filed on May 5, 2016 under SEC File No.333-206582-02 and incorporated by reference herein).

 

(99.5)Agreement Between Note Holders, dated as of April 19, 2016, between Bank ofAmerica, N.A., as Initial Note A-1 Holder and Bank of America, N.A., as InitialNote A-2 Holder, relating to the 300 Four Falls loan combination (filed as Exhibit99.5 to the registrant's Current Report on Form 8-K filed on May 5, 2016 underSEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.6)Agreement Between Note Holders, dated as of November 5, 2015, between Bank ofAmerica, N.A., as Initial Note A-1 Holder, UBS Real Estate Securities Inc., asInitial Note A-2 Holder, and UBS Real Estate Securities Inc., as Initial NoteA-3 Holder, relating to the Gulfport Premium Outlets loan combination (filed asExhibit 99.6 to the registrant's Current Report on Form 8-K filed on May 5,2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.7)Amended and Restated Agreement Between Note Holders, dated as of March 8, 2016,between Wells Fargo Bank, National Association, as MSC 2015-UBS8 trustee, asNote A-1 Holder, UBS Real Estate Securities Inc., as Initial Note A-2 Holder,UBS Real Estate Securities Inc., as Initial Note A-3 Holder, UBS Real EstateSecurities Inc., as Initial Note A-4 Holder, and Bank of America, NationalAssociation, as Initial Note A-5 Holder, relating to the Grove City PremiumOutlets loan combination (filed as Exhibit 99.7 to the registrant's CurrentReport on Form 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 andincorporated by reference herein).

 

(99.8)Agreement Between Note Holders, dated as of February 11, 2016, between MorganStanley Bank, N.A., as Initial Note A-1A Holder, Morgan Stanley Bank, N.A., asInitial Note A-1B Holder, Morgan Stanley Bank, N.A., as Initial Note A-1C Holder,and Morgan Stanley Bank, N.A., as Initial Note A-2 Holder, relating to the PennSquare Mall loan combination (filed as Exhibit 99.8 to the registrant's CurrentReport on Form 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 andincorporated by reference herein).

 

(99.9)Agreement Between Note Holders, dated as of February 5, 2016, between Bank ofAmerica, N.A., as Initial Note A-1 Holder, Bank of America, N.A., as InitialNote A-2 Holder, and Bank of America, N.A., as Initial Note A-3 Holder,relating to the Le Meridien Cambridge MIT loan combination (filed as Exhibit99.9 to the registrant's Current Report on Form 8-K filed on May 5, 2016 underSEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.10)Amended and Restated Agreement Between Note Holders, dated as of April 21,2016, between U.S. Bank National Association, as MSBAM 2016-C28 trustee, asNote A-1 Holder, Wells Fargo Bank, National Association, as MSC 2016-UBS9trustee, as Note A-2 Holder, Morgan Stanley Bank, N.A., as Note A-3 Holder, andMorgan Stanley Bank, N.A., as Note A-4 Holder, relating to the Princeton PikeCorporate Center loan combination (filed as Exhibit 99.1 to the registrant'sCurrent Report on Form 8-K filed on May 5, 2016 under SEC File No. 333-206582-02and incorporated by reference herein).

 

(99.11)Primary Servicing Agreement, dated as of May 1, 2016, between Wells Fargo Bank,National Association, as master servicer, and KeyBank National Association, asprimary servicer (filed as Exhibit 99.11 to the registrant's Current Report onForm 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 and incorporatedby reference herein).