**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,D.C. 20549**

**FORM 10‐K**

(Mark one)

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

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

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

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

 

 

 

**Commission file number:333-206582-02**

 

**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  38‐3991403  38‐7145119** |
|---------------------------------------------------------------------|----------------------------------------------------------|
| **(State or other jurisdiction of incorporation or  organization)** | **(I.R.S. Employer Identification Numbers)**             |

 

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

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(410) 884‐2000**

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

 

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

 

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

 

  NONE.

 

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

 

  Yes___ No X

 

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

 

  Yes___ No X

 

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

 

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

 

  YesX No ___

 

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

 

  Notapplicable.

  

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

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

If securities are registered pursuant to Section 12(b)of the Act, indicate by check mark whether the financial statements of the

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

 

Not applicable.

 

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

 

Not applicable.

 

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 reports requiredto be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a 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 of theForm 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 followingmortgage loans, each of which is serviced pursuant to a separate pooling andservicing agreement (each, an “Outside Pooling and Servicing Agreement”):• the Grove City Premium Outlets mortgage loan, which is serviced pursuant tothe BACM 2016-UBS10 pooling and servicing agreement attached hereto as Exhibit4.4; 

• the Penn Square Mall mortgage loan, which is serviced pursuant to the MSC2016-PSQ pooling and servicing agreement attached hereto as Exhibit 4.2.; and

 

• the Princeton PikeCorporate Center mortgage loan, which is 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:

 

• Thetrustee 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 contingent obligationto make certain advances if the master servicer under such pooling andservicing 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” under Item 1101 ofRegulation AB or for purposes of Item 1123 of Regulation AB.

 

• Thecertificate 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, the certificateadministrator under an Outside Pooling and Servicing Agreement 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.

 

• Theoperating advisor under a pooling and servicing agreement represents theinterests of senior certificateholders in the transaction governed by such poolingand servicing agreement and is responsible for monitoring the performance ofthe special servicer under such pooling and servicing agreement and producingcertain reports to certificateholders relating to the resolution of themortgage pool securitized pursuant to such pooling and servicing agreement. Theoperating advisor under a pooling and servicing agreement does not have anyobligations with respect to any other transaction and is solely obligated toperform loan reporting functions with respect to the securitization governed bysuch pooling and servicing agreement. Consequently, the operating advisor underan Outside Pooling and Servicing Agreement neither participates in theservicing function for purposes of Item 1122 of Regulation AB nor performs thefunctions of a servicer for purposes of the definition of “servicer” under Item1101 of Regulation AB or for purposes of Item 1123 of Regulation AB. Inaddition, while the operating advisor under a pooling and servicing agreementhas certain reporting obligations in respect of the related mortgage pool, ithas no obligation to collect or disburse funds in respect of the mortgage poolor to administer any of the underlying mortgage loans. Consequently, theoperating advisor under a pooling and servicing agreement participates in theservicing function for purposes of Item 1122 of Regulation AB, but is notresponsible for the “management or collection of the pool assets or makingallocations or distributions to holders of the asset-backed securities” withinthe meaning of “servicer” under Item 1101 of Regulation AB and does not performthe functions of a servicer for purposes of Item 1123 of Regulation AB.

 

• Theasset representations reviewer under a pooling and servicing agreement has alimited 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 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.

 

• WellsFargo 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, NationalAssociation, as MSC 2016-PSQ special servicer, constitutes a reporting“servicing function participant” for purposes of Item 1122 of Regulation AB, asspecified in the Instruction 3 to Item 1122, but does not constitute areporting “servicer” for purposes of Item 1123 of Regulation AB, as specifiedin the Instruction to Item 1123.

 

•Greystone Servicing Company LLC is the current special servicer under the MSBAM2016-C28 pooling and servicing agreement, pursuant to which the Princeton PikeCorporate Center mortgage loan is currently serviced. On August 26, 2020, C-IIIAsset Management LLC was replaced as special servicer under the MSBAM 2016-C28pooling and servicing agreement and was succeeded by Greystone ServicingCompany LLC, to which C-III Asset Management LLC assigned substantially all ofits assets. Because Greystone Servicing Company LLC is not the MSBAM 2016-C29special servicer, is not affiliated with any sponsor and services only thePrinceton Pike Corporate Center mortgage loan, which constitutes less than 5%of the mortgage pool, Greystone Servicing Company LLC, as MSBAM 2016-C28special servicer, does not constitute a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, and does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

• The LeMeridien Cambridge MIT mortgage loan, which was serviced pursuant to the MSBAM2016-C28 pooling and servicing agreement, was paid in full on December 30,2021.

 

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

 

• WellsFargo Bank, National Association, as master servicer, engaged the services ofKeyBank National Association, as a sub-servicer in respect of the entiremortgage pool for the reporting period.

• Wells Fargo Bank, National Association, as master servicer, engaged theservices of CoreLogic Solutions, LLC as a servicing function participant inrespect of the entire mortgage pool for the reporting period, engaged theservices of Midland Loan Services, a Division of PNC Bank, National Associationas a sub-servicer in respect of 2.37% of the mortgage pool for the reportingperiod and engaged the services of NorthMarq Capital, LLC, as a servicingfunction participant in respect of 5.25% of the mortgage pool for the reportingperiod.

• Wells Fargo Bank, National Association, as master servicer under the BACM2016-UBS10 pooling and servicing agreement, pursuant to which the Grove CityPremium Outlets mortgage loan is serviced, engaged the services of Midland LoanServices, a Division of PNC Bank, National Association, as a sub-servicer, andCoreLogic Solutions, LLC, as a servicing function participant, in each case inrespect of the Grove City Premium Outlets mortgage loan for the reportingperiod.

 

• WellsFargo Bank, National Association, as master servicer and special servicer underthe MSC 2016-PSQ trust and servicing agreement, pursuant to which the PennSquare Mall mortgage loan is serviced, engaged the services of CoreLogicSolutions, LLC as a servicing function participant in respect of the PennSquare Mall mortgage loan for the reporting period.

 

• Wells Fargo Bank, National Association, as master servicer underthe MSC 2016-C28 pooling and servicing agreement, pursuant to which thePrinceton Pike Corporate Center mortgage loan is currently serviced, engagedthe services of CoreLogic Solutions, LLC as a servicing function participant inrespect of the Princeton Pike Corporate Center mortgage loan for the reportingperiod.

 

• On November 1, 2021, pursuant to the second amended and restatedservicing agreement attached hereto as Exhibit 99.12, Computershare TrustCompany, National Association was engaged to perform all or virtually all ofWells Fargo Bank, National Association’s roles as certificate administrator,custodian and trustee, as applicable, under (i) the pooling and servicingagreement and (ii) each Outside Pooling and Servicing Agreement.

 

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

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

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 follows:

 

In December 2014, PhoenixLight SF Limited (Phoenix Light) and certain related entities filed a complaintin the United States District Court for the Southern District of New Yorkalleging claims against Wells Fargo Bank, N.A., in its capacity as trustee fora number of residential mortgage-backed securities (RMBS) trusts. Complaintsraising similar allegations have been filed by Commerzbank AG in the SouthernDistrict of New York and by IKB International and IKB Deutsche Industriebank inNew York state court. In each case, the plaintiffs allege that Wells FargoBank, N.A., as trustee, caused losses to investors, and plaintiffs assertcauses of action based upon, among other things, the trustee’s alleged failureto notify and enforce repurchase obligations of mortgage loan sellers forpurported breaches of representations and warranties, notify investors ofalleged events of default, and abide by appropriate standards of care followingalleged events of default. In July 2022, the district court dismissed PhoenixLight’s claims and certain of the claims asserted by Commerzbank AG, andsubsequently entered judgment in each case in favor of Wells Fargo Bank, N.A.In August 2022, Phoenix Light and Commerzbank AG appealed the district court’sdecision to the United States Court of Appeals for the Second Circuit. WellsFargo Bank, N.A. previously settled two class actions filed by institutionalinvestors and an action filed by the National Credit Union Administration withsimilar allegations. In addition, Park Royal I LLC and Park Royal II LLC havefiled substantially similar lawsuits in New York state court alleging WellsFargo Bank, N.A., as trustee, failed to take appropriate actions upon learningof defective mortgage loan documentation.

 

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

 

Theinformation regarding this Item has been provided previously in an annualreport on Form 10-K of the issuing entity or in the prospectus of the issuingentity filed in a 424(b)(2) filing dated May 5, 2016. 

 

**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 KeyBank National Associationdiscloses that a material instance of noncompliance occurred, as describedbelow:

 

KeyBankNational Association (KeyBank) has identified the following material instanceof noncompliance with servicing criteria 1122(d)(4)(ix) during the calendaryear ended December 31, 2022, with respect to the Platform. The materialinstance of noncompliance does not relate to KeyBank’s performance under anypooling and servicing agreement applicable to the securitization transactionthat is the subject of this Form 10-K.

 

1)Servicing Criteria impacted 

 

1122(d)(4)(ix) –Adjustments to interest rates or ratesof return for pool assets with variable rates are computed based on the relatedpool asset documents. 

 

2)Material Instance of Noncompliance with Servicing Criteria

 

During compliance testing, it was discovered, that notall FlexARM loan mortgagors were offered loan rates within 45-60 days beforethe rate change date, as required per the related pool asset documents. Per theNote, if the holder fails to offer a loan rate within 45-60 days of any changedate a margin of 2.25% is to be used. Given the notification was not made tothe borrowers, a 3% margin was incorrectly applied. The noncompliance in Item1122 (d)(4)(ix) is related to a servicing portfolio which is wholly owned bythe investor and is not held in a publicly traded security. 

 

3)Remediation

 

Thefollowing remediation procedures have been initiated by KeyBank: (i) theimpacted mortgage loans are currently in the process of being identified, (ii)investor contact has been initiated, (iii) corrective actions are beingconsidered and will be tracked and monitored by senior management, (iv)procedures will be reviewed and revised, if necessary, to include new trackingand action steps to prevent this situation from recurring in the future, and(v) training will be provided to the relevant staff members to prevent arecurrence.

 

 

**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)Trust and Servicing Agreement, dated as of February 1,2016, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as servicer, special servicer and certificateadministrator, and Wilmington Trust, National Association, as trustee, relatingto the MSC 2016-PSQ securitization transaction, pursuant to which the PennSquare Mall Mortgage Loan is serviced (filed as Exhibit 4.3 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).

 

(4.3)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 May 5, 2016 under 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 of America Merrill Lynch Commercial Mortgage Inc., asdepositor, Wells Fargo Bank, National Association, as master servicer, RialtoCapital Advisors, LLC, as special servicer, Park Bridge Lender Services LLC, asoperating advisor and asset representations reviewer, Wells Fargo Bank,National Association, as custodian, certificate administrator, certificateregistrar and authenticating agent, and Wilmington Trust, National Association,as trustee, relating to the BACM 2016-UBS10 securitization transaction,pursuant to which the Grove City Premium Outlets Mortgage Loan is serviced(filed as Exhibit 4.5 to the registrant's Current Report on Form 8-K filed onJune 13, 2016 under SEC File No. 333-206582-02 and incorporated by referenceherein).

 

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

 

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

 

33.1 WellsFargo Bank, National Association, as Certificate Administrator

 

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

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

33.5  Wells Fargo Bank, National Association, as MasterServicer

 

33.6  Rialto Capital Advisors, LLC, as Special Servicer

 

33.7  Park Bridge Lender Services LLC, as Operating Advisor

 

33.8  KeyBank National Association, as Primary Servicer

 

33.9  CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

33.10  Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer

 

33.11  NorthMarq Capital, LLC, as Servicing FunctionParticipant

 

33.12  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22) (see Exhibit 33.5)

 

33.13Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/22 to 12/31/22) (see Exhibit 33.10)

 

33.14  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22) (see Exhibit 33.9)

 

33.15  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/22 to12/31/22) (see Exhibit 33.5)

 

33.16  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/22 to 12/31/22) (see Exhibit 33.9)

 

33.17  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see Exhibit 33.5)

 

33.18  CoreLogic Solutions, 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 1/1/22 to 12/31/22) (see Exhibit 33.9)

 

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

 

33.20  Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/22 to12/31/22) (see Exhibit 33.5)

 

33.21  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/22 to 12/31/22) (see Exhibit 33.9)

 

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

 

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

 

33.24  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced by such party: Penn Square Mall (from 1/1/22 to 12/31/22)(see Exhibit 33.3)

 

33.25  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

33.26  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see Exhibit 33.3)

 

33.27  Computershare Trust Company, National Association, 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 1/1/22 to 12/31/22) (see Exhibit 33.4)

 

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

 

34.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

34.5  Wells Fargo Bank, National Association, as MasterServicer

 

34.6  Rialto Capital Advisors, LLC, as Special Servicer

 

34.7  Park Bridge Lender Services LLC, as Operating Advisor

 

34.8  KeyBank National Association, as Primary Servicer

 

34.9  CoreLogic Solutions, LLC, as Servicing FunctionParticipant

 

34.10  Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer

 

34.11  NorthMarq Capital, LLC, as Servicing FunctionParticipant

 

34.12  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22) (see Exhibit 34.5)

 

34.13Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/22 to 12/31/22) (see Exhibit 34.10)

 

34.14  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22) (see Exhibit 34.9)

 

34.15  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/22 to12/31/22) (see Exhibit 34.5)

 

34.16  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/22 to 12/31/22) (see Exhibit 34.9)

 

34.17  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see Exhibit 34.5)

 

34.18  CoreLogic Solutions, 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 1/1/22 to 12/31/22) (see Exhibit 34.9)

 

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

 

34.20  Wells Fargo Bank, National Association, as SpecialServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/22 to12/31/22) (see Exhibit 34.5)

 

34.21  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSC 2016-PSQ securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Penn Square Mall (from1/1/22 to 12/31/22) (see Exhibit 34.9)

 

34.22  Wells Fargo Bank, National Association, as Custodianunder the BACM 2016-UBS10 securitization, pursuant to which the following mortgageloans were serviced by such party: Grove City Premium Outlets (from 1/1/22 to12/31/22) (see Exhibit 34.3)

 

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

 

34.24  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced by such party: Penn Square Mall (from 1/1/22 to 12/31/22)(see Exhibit 34.3)

 

34.25  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

34.26  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see Exhibit 34.3)

 

34.27  Computershare Trust Company, National Association, 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 1/1/22 to 12/31/22) (see Exhibit 34.4)

 

(35). Servicer compliancestatement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

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

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

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

 

35.5  Wells Fargo Bank, National Association, as MasterServicer

 

35.6  Rialto Capital Advisors, LLC, as Special Servicer

 

35.7  KeyBank National Association, as Primary Servicer

 

35.8 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer

 

35.9  Wells Fargo Bank, National Association, as MasterServicer under the BACM 2016-UBS10 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Grove City PremiumOutlets (from 1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.10 Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/22 to 12/31/22) (see Exhibit 35.8)

 

35.11  Wells Fargo Bank, National Association, as MasterServicer under the MSC 2016-PSQ securitization, pursuant to which the followingmortgage loans were serviced by such party: Penn Square Mall (from 1/1/22 to12/31/22) (see Exhibit 35.5)

 

35.12  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see Exhibit 35.5)

 

35.13  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/22 to 12/31/22) (see Exhibit 35.6)

 

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

 

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

 

35.16  Wells Fargo Bank, National Association, as Custodianunder the MSC 2016-PSQ securitization, pursuant to which the following mortgageloans were serviced by such party: Penn Square Mall (from 1/1/22 to 12/31/22)(see Exhibit 35.3)

 

35.17  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2016-PSQ securitization, pursuantto which the following mortgage loans were serviced by such party: Penn SquareMall (from 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

35.18  Wells Fargo Bank, 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 1/1/22 to 12/31/22) (see Exhibit 35.3)

 

35.19  Computershare Trust Company, National Association, 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 1/1/22 to 12/31/22) (see Exhibit 35.4)

 

(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 April 22, 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 April 22, 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 April 22, 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 April 19,2016, 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 of November 5,2015, between Bank of America, N.A., as Initial Note A-1 Holder, UBS RealEstate Securities Inc., as Initial Note A-2 Holder, and UBS Real EstateSecurities Inc., as Initial Note A-3 Holder, relating to the Gulfport PremiumOutlets loan combination (filed as Exhibit 99.6 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 Note Holders,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 of February 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 99.10 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, betweenWells 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).

 

(99.12)Second Amended and Restated Servicing Agreement,effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells FargoDelaware Trust Company, N.A., Computershare Trust Company, N.A., ComputershareDelaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to theregistrant's Current Report on Form 8-K filed on November 5, 2021 under SECFile No. 333-206582-02 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 of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2023