**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 ended December31, 2019 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 issuing entity:0001669990**

 

**Morgan Stanley Bank of America Merrill Lynch Trust 2016-C29**

**(exact name of issuing entity as specified in its charter)**

 

**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 their charters)**

 

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

 

**Morgan Stanley Mortgage Capital Holdings LLC**

**(exact names of the sponsors as specified in their charters)**

 

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

 

**Starwood Mortgage Funding III LLC**

**(exact names of the sponsors as specified in their charters)**

 

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

 

**KeyBank National Association**

**(exact names of the sponsors as specified in their charters)**

 

| **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 in Rule405 of the Securities Act.

 

  Yes___ No X

 

Indicateby check mark if the registrant is not required to file reports pursuant to Section13 or Section 15(d) of the Act.

 

  Yes___ No X

 

Note- Checking the box above will not relieve any registrant required to file reportspursuant to Section 13 or 15(d) of the Exchange Act from their obligationsunder 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 be submittedand posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of thischapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).

 

Not applicable.

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (Section 229.405 of this chapter) is not contained herein, and will not becontained, to the best of registrant's knowledge, in definitive proxy orinformation statements incorporated by reference in Part III of this Form 10-Kor any amendment to this Form 10-K.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of "large accelerated filer", "acceleratedfiler," "smaller reporting company," and “emerging growthcompany” 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 ___

 

If anemerging growth company, indicate by check mark if the registrant has electednot to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a) of the Ex­changeAct.

 

  Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in Rule 12b-2of the Act).

 

  Yes___ No X

 

Statethe aggregate market value of the voting and non-voting common equity held by non-affiliatescomputed by reference to the price at which the common equity was last sold, orthe average bid and asked price of such common equity, as of the last businessday of the registrant's most recently completed second fiscal quarter.

 

  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 common stock,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 is incorporated:(1)Any annual report to security holders; (2) Any proxy or informationstatement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under theSecurities Act of 1933. The listed documents should be clearly described foridentification purposes (e.g., annual report to security holders for fiscalyear ended December 24, 1980).

 

  Notapplicable.

 

                                                                                                                                                                                                                **EXPLANATORY NOTES**The 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 to theBACM 2016-UBS10 pooling and servicing agreement attached hereto as Exhibit 4.4;

• the Penn Square Mall mortgage loan, which is serviced pursuant to the MSC 2016-PSQpooling and servicing agreement attached hereto as Exhibit 4.2; and• the Le Meridien Cambridge MIT mortgage loan and the Princeton Pike Corporate Centermortgage loan, which were serviced pursuant to the MSBAM 2016-C28 pooling andservicing agreement attached hereto as Exhibit 4.3.Except as set forth below, each of the parties to each pooling and servicing agreementlisted in the Exhibit Index both (1) participates in the servicing function forpurposes of Item 1122 of Regulation AB and (2) constitutes a servicer thatmeets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB forpurposes of Item 1123 of Regulation AB:

 

• The trusteeunder a pooling and servicing agreement has a nominal role with respect to themortgage pool securitized pursuant to such pooling and servicing agreement. Thetrustee’s only servicing function is the contingent obligation to make certainadvances if the master servicer under such pooling and servicing agreementfails to do so, while all other servicing functions are performed by otherparties. The trustee under each of the pooling and servicing agreements listedin the Exhibit Index has confirmed to the registrant that it has not made anysuch contingent advances during the reporting period, and consequently, eachsuch trustee does not participate in the servicing function for purposes ofItem 1122 of Regulation AB, nor does it perform the functions of a servicer forpurposes of the definition of “servicer” under Item 1101 of Regulation AB orfor purposes of Item 1123 of Regulation AB.

 

• The certificateadministrator under a pooling and servicing agreement performs various paymentadministration functions solely for the securitization governed by such poolingand servicing agreement and the mortgage pool securitized pursuant to suchpooling and servicing agreement and does not have any obligations with respectto any other transaction. Consequently, the certificate administrator under anOutside Pooling and Servicing Agreement does not participate in the servicingfunction for purposes of Item 1122 of Regulation AB, nor does it perform 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.

 

• The operatingadvisor under a pooling and servicing agreement represents the interests ofsenior certificateholders in the transaction governed by such pooling andservicing agreement and is responsible for monitoring the performance of thespecial 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.

 

• The assetrepresentations reviewer under a pooling and servicing agreement has a limitedobligation to review certain delinquent mortgage loans after a specified delinquencythreshold has been met and the required percentage of certificateholders voteto direct a review of such delinquent mortgage loans, and has no obligation tocollect or disburse funds in respect of the mortgage pool, to administer any ofthe underlying mortgage loans or to perform any servicing function.  Consequently,the asset representations reviewer under a pooling and servicing agreement doesnot participate in the servicing function for purposes of Item 1122 ofRegulation AB, 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 1101 of Regulation ABand does not perform the functions of a servicer for purposes of Item 1123 ofRegulation AB.

 

• Wells FargoBank, National Association, is the special servicer under the MSC 2016-PSQpooling and servicing agreement, pursuant to which the Penn Square Mallmortgage loan is serviced. Because Wells Fargo Bank, National Association isnot the MSBAM 2016-C29 special servicer, is not affiliated with any sponsor andservices only the Penn Square Mall mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, Wells Fargo Bank, National Association,as MSC 2016-PSQ special servicer, constitutes a reporting “servicing functionparticipant” for purposes of Item 1122 of Regulation AB, as specified in theInstruction 3 to Item 1122, but does not constitute a reporting “servicer” forpurposes of Item 1123 of Regulation AB, as specified in the Instruction to Item1123.

 

• C-III AssetManagement LLC, is the special servicer under the MSBAM 2016-C28 pooling andservicing agreement, pursuant to which the Le Meridien Cambridge MIT and PrincetonPike Corporate Center mortgage loans are serviced. Because C-III AssetManagement LLC is not the MSBAM 2016-C29 special servicer, is not affiliatedwith any sponsor and services only the Le Meridien Cambridge MIT and PrincetonPike Corporate Center mortgage loans, which collectively constitute less than5% of the mortgage pool, C-III Asset Management LLC, as MSBAM 2016-C28 specialservicer, does not constitute a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, and does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

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

 

• Wells FargoBank, National Association, as master servicer, engaged the services of KeyBankNational Association, as a sub-servicer in respect of the entire mortgage poolfor the reporting period.

• Wells Fargo Bank, National Association, as master servicer, engaged the servicesof CoreLogic Commercial Real Estate Services, Inc. and National Tax Search,LLC, in each case as a servicing function participant in respect of the entiremortgage pool for the reporting period and engaged the services of Midland LoanServices, a Division of PNC Bank, National Association as a servicing functionparticipant in respect of 2.13% of the mortgage pool for the reporting period.

• Wells Fargo Bank, National Association, as master servicer under the BACM 2016-UBS10pooling and servicing agreement, pursuant to which the Grove City PremiumOutlets mortgage loan is serviced, engaged the services of Midland Loan Services,a Division of PNC Bank, National Association, CoreLogic Commercial Real EstateServices, Inc. and National Tax Search, LLC, in each case as a servicingfunction participant in respect of the Grove City Premium Outlets mortgage loanfor the reporting period.

 

• Wells FargoBank, National Association, as master servicer and special servicer under theMSC 2016-PSQ trust and servicing agreement, pursuant to which the Penn SquareMall mortgage loan is serviced, engaged the services of CoreLogic CommercialReal Estate Services, Inc. and National Tax Search, LLC, in each case as aservicing function participant in respect of the Penn Square Mall mortgage loanfor the reporting period.

 

• Wells Fargo Bank, National Association, as master servicer underthe MSC 2016-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 servicing functionparticipant in respect of the Le Meridien Cambridge MIT mortgage loan and thePrinceton 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 Financial Information.**

 

No entityor group of affiliated entities provides any enhancement or other support forthe certificates as described under Item 1114 (a) of Regulation AB.

 

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

 

No entityor group of affiliated entities provides any derivative instruments for thecertificates as described under Item 1115 of Regulation AB.

 

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

 

The registrant knows of no legalproceeding pending against the sponsors, depositor, trustee, issuing entity,servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplatedby Item 1110(b) of Regulation AB, or other party contemplated by Item1100(d)(1) of Regulation AB, or of which any property of the foregoing is thesubject, that is material to security holders, other than as disclosed in theprospectus of the issuing entity filed in a 424(b)(2) filing dated May 5, 2016,and other than as follows:

 

Beginning on June 18, 2014, a groupof institutional investors filed civil complaints in the Supreme Court of theState of New York, New York County, and later the U.S. District Court for theSouthern District of New York, against Wells Fargo Bank, N.A., (“Wells FargoBank”) in its capacity as trustee for certain residential mortgage backed securities(“RMBS”) trusts.  The complaints against Wells Fargo Bank alleged that thetrustee caused losses to investors and asserted causes of action based upon,among other things, the trustee's alleged failure to: (i) notify and enforcerepurchase obligations of mortgage loan sellers for purported breaches ofrepresentations and warranties, (ii) notify investors of alleged events ofdefault, and (iii) abide by appropriate standards of care following allegedevents of default. Relief sought included money damages in an unspecifiedamount, reimbursement of expenses, and equitable relief. In November 2018,Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, toresolve such claims on a classwide basis for the 271 RMBS trusts atissue.  On May 6, 2019, the court entered an order approving the settlementagreement.  Separate lawsuits against Wells Fargo Bank making similarallegations filed by certain other institutional investors concerning severalRMBS trusts in New York federal and state court are not covered by the agreement. With respect to such litigations, Wells Fargo Bank believes plaintiffs' claimsare without merit and intends to contest the claims vigorously, but there canbe no assurances as to the outcome of the litigations or the possible impact ofthe litigations on Wells Fargo Bank or the RMBS trusts.

 

**Item1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.**

 

In additionto the information regarding this Item that has been disclosed in the prospectusof the issuing entity filed in a 424(b)(2) filing dated May 5, 2016, (i) WellsFargo Bank, National Association, the master servicer under the BACM 2016-UBS10pooling and servicing agreement, pursuant to which the Grove City PremiumOutlets mortgage loan is serviced, is also the MSBAM 2016-C29 master servicer,the master servicer under the MSC 2016-PSQ trust and servicing agreement,pursuant to which the Penn Square Mall mortgage loan is serviced, and themaster servicer under the MSBAM 2016-C28 pooling and servicing agreement,pursuant to which the Le Meridien Cambridge MIT and Princeton Pike CorporateCenter mortgage loans are serviced; (ii) Rialto Capital Advisors, LLC, thespecial servicer under the BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan is serviced, isalso the MSBAM 2016-C29 special servicer; and (iii) Wells Fargo Bank, NationalAssociation, the custodian 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 custodian and the custodian under eachOutside Pooling and Servicing Agreement pursuant to which the outside servicedmortgage loans are currently serviced.

 

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

 

Thereports on assessment of compliance with the servicing criteria for asset-backedsecurities and the related attestation reports on such assessments ofcompliance are attached hereto under Item 15.

 

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

 

MaterialInstance of Noncompliance

 

In certain instances, the Schedule AL Files (Item 1125 ofRegulation AB) were not reported in accordance with the terms specified in thetransaction agreements, in conflict with Item 1122(d)(3)(i): “Reports to investors,including those to be filed with the Commission, are maintained in accordancewith the transaction agreements and applicable Commission requirements.Specifically, such reports: (A) Are prepared in accordance with timeframes andother terms set forth in the transaction agreements”.  The noncomplianceconsisted of omitted or inaccurately reported numbers due to the following: (1)the initial setup files contained information at the asset level, and Midlandwas required to manually compile the information to present it at the loanlevel as required by Schedule AL; and (2) certain reporting requirementsrequired manual processing by Midland, including the use of various datacomputation formulas, quality control checks and analysis.

 

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

 

StepsTaken to Remedy the Material Instance of Noncompliance

 

Midland’s Schedule AL reporting process was enhanced inApril of 2019, however, the process remained manual throughout the 2019 calendaryear and additional errors during such year were identified during the relatedaudit. Following identification, Midland made staffing changes and additionalimprovements to its processes and procedures to support its Schedule ALreporting obligations and expects to move to an automated solution for this process.

 

**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, NationalAssociation, as master servicer, Rialto Capital Advisors, LLC, as specialservicer, Wells Fargo Bank, National Association, as certificate administrator,certificate registrar, authenticating agent and custodian, Wilmington Trust,National Association, as trustee, and Park Bridge Lender Services LLC, asoperating advisor and asset representations reviewer (filed as Exhibit 4.1 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).

 

(4.2)Trust and Servicing Agreement, dated as of February 1, 2016,between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank, NationalAssociation, as servicer, special servicer and certificate administrator, andWilmington Trust, National Association, as trustee, relating to the MSC2016-PSQ securitization transaction, pursuant to which the Penn Square MallMortgage Loan is serviced (filed as Exhibit 4.3 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).

 

(4.3)Pooling and Servicing Agreement, dated as of February 1,2016, between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor,Wells Fargo Bank, National Association, as master servicer, C-III AssetManagement LLC, as special servicer, Wells Fargo Bank, National Association, ascertificate administrator, U.S. Bank National Association, as trustee, ParkBridge Lender Services LLC, as operating advisor, and Park Bridge LenderServices LLC, as asset representations reviewer, relating to the MSBAM 2016-C28securitization transaction, pursuant to which the Le Meridien Cambridge MITMortgage Loan and the Princeton Pike Corporate Center Mortgage Loan areserviced (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-Kfiled on May 5, 2016 under SEC File No. 333-206582-02 and incorporated byreference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of June 1, 2016,between Banc of America Merrill Lynch Commercial Mortgage Inc., as depositor,Wells Fargo Bank, National Association, as master servicer, Rialto CapitalAdvisors, LLC, as special servicer, Park Bridge Lender Services LLC, as operatingadvisor and asset representations reviewer, Wells Fargo Bank, NationalAssociation, as custodian, certificate administrator, certificate registrar andauthenticating agent, and Wilmington Trust, National Association, as trustee,relating to the BACM 2016-UBS10 securitization transaction, pursuant to whichthe Grove City Premium Outlets Mortgage Loan is serviced (filed as Exhibit 4.5to the registrant's Current Report on Form 8-K filed on June 13, 2016 under SECFile No. 333-206582-02 and incorporated by reference herein).

 

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

 

(33)  Reports on assessmentof compliance with servicing criteria for asset-backed securities.

 

33.1  WellsFargo Bank, National Association, as Certificate Administrator

 

33.2  WellsFargo Bank, National Association, as Custodian

 

33.3  WellsFargo Bank, National Association, as Master Servicer

 

33.4  RialtoCapital Advisors, LLC, as Special Servicer

 

33.5  ParkBridge Lender Services LLC, as Operating Advisor

 

33.6  KeyBankNational Association, as Primary Servicer

 

33.7  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant

 

33.8  NationalTax Search, LLC, as Servicing Function Participant

 

33.9  MidlandLoan Services, a Division of PNC Bank, National Association, as Servicing FunctionParticipant

 

33.10  WellsFargo Bank, National Association, as Master Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.11Midland Loan Services, a Division of PNC Bank,National Association, as Servicing Function Participant under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grove City Premium Outlets (from 1/1/19 to 12/31/19)(see Exhibit 33.9)

 

33.12  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theBACM 2016-UBS10 securitization, pursuant to which the following mortgage loanswere serviced by such party: Grove City Premium Outlets (from 1/1/19 to 12/31/19)(see Exhibit 33.7)

 

33.13  NationalTax Search, LLC, as Servicing 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 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

33.14  WellsFargo Bank, National Association, as Master Servicer under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.15  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant underthe MSC 2016-PSQ securitization, pursuant to which the following mortgage loanswere serviced by such party: Penn Square Mall (from 1/1/19 to 12/31/19) (seeExhibit 33.7)

 

33.16  NationalTax Search, LLC, as Servicing Function Participant under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

33.17  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.18  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theMSBAM 2016-C28 securitization, pursuant to which the following mortgage loanswere serviced by such party: Le Meridien Cambridge MIT (from 1/1/19 to 12/31/19)and Princeton Pike Corporate Center (from 1/1/19 to 12/31/19) (see Exhibit33.7)

 

33.19  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

33.20  RialtoCapital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.4)

 

33.21  WellsFargo Bank, National Association, as Special Servicer under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 33.3)

 

33.22  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theMSC 2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced by such party: Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit33.7)

 

33.23  NationalTax Search, LLC, as Servicing Function Participant under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 33.8)

 

33.24  WellsFargo Bank, National Association, as Custodian under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.25  WellsFargo Bank, National Association, as Custodian under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

33.26  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 33.2)

 

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

 

34.1  WellsFargo Bank, National Association, as Certificate Administrator

 

34.2  WellsFargo Bank, National Association, as Custodian

 

34.3  WellsFargo Bank, National Association, as Master Servicer

 

34.4  RialtoCapital Advisors, LLC, as Special Servicer

 

34.5  ParkBridge Lender Services LLC, as Operating Advisor

 

34.6  KeyBankNational Association, as Primary Servicer

 

34.7  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant

 

34.8  NationalTax Search, LLC, as Servicing Function Participant

 

34.9  MidlandLoan Services, a Division of PNC Bank, National Association, as Servicing FunctionParticipant

 

34.10  WellsFargo Bank, National Association, as Master Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.11Midland Loan Services, a Division of PNC Bank,National Association, as Servicing Function Participant under the BACM2016-UBS10 securitization, pursuant to which the following mortgage loans wereserviced by such party: Grove City Premium Outlets (from 1/1/19 to 12/31/19)(see Exhibit 34.9)

 

34.12  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theBACM 2016-UBS10 securitization, pursuant to which the following mortgage loanswere serviced by such party: Grove City Premium Outlets (from 1/1/19 to 12/31/19)(see Exhibit 34.7)

 

34.13  NationalTax Search, LLC, as Servicing 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 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

34.14  WellsFargo Bank, National Association, as Master Servicer under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.15  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theMSC 2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced by such party: Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit34.7)

 

34.16  NationalTax Search, LLC, as Servicing Function Participant under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

34.17  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.18  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theMSBAM 2016-C28 securitization, pursuant to which the following mortgage loanswere serviced by such party: Le Meridien Cambridge MIT (from 1/1/19 to 12/31/19)and Princeton Pike Corporate Center (from 1/1/19 to 12/31/19) (see Exhibit34.7)

 

34.19  NationalTax Search, LLC, as Servicing Function Participant under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

34.20  RialtoCapital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.4)

 

34.21  WellsFargo Bank, National Association, as Special Servicer under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 34.3)

 

34.22  CoreLogicCommercial Real Estate Services, Inc., as Servicing Function Participant under theMSC 2016-PSQ securitization, pursuant to which the following mortgage loans wereserviced by such party: Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit34.7)

 

34.23  NationalTax Search, LLC, as Servicing Function Participant under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 34.8)

 

34.24  WellsFargo Bank, National Association, as Custodian under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.25  WellsFargo Bank, National Association, as Custodian under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

34.26  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 34.2)

 

(35). Servicer compliancestatement.

 

35.1  WellsFargo Bank, National Association, as Certificate Administrator

 

35.2  WellsFargo Bank, National Association, as Custodian

 

35.3  WellsFargo Bank, National Association, as Master Servicer

 

35.4  RialtoCapital Advisors, LLC, as Special Servicer

 

35.5  KeyBankNational Association, as Primary Servicer

 

35.6  WellsFargo Bank, National Association, as Master Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.7  WellsFargo Bank, National Association, as Master Servicer under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.8  WellsFargo Bank, National Association, as Master Servicer under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 35.3)

 

35.9  RialtoCapital Advisors, LLC, as Special Servicer under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.4)

 

35.10  WellsFargo Bank, National Association, as Custodian under the BACM 2016-UBS10 securitization,pursuant to which the following mortgage loans were serviced by such party:Grove City Premium Outlets (from 1/1/19 to 12/31/19) (see Exhibit 35.2)

 

35.11  WellsFargo Bank, National Association, as Custodian under the MSC 2016-PSQ securitization,pursuant to which the following mortgage loans were serviced by such party:Penn Square Mall (from 1/1/19 to 12/31/19) (see Exhibit 35.2)

 

35.12  WellsFargo Bank, National Association, as Custodian under the MSBAM 2016-C28 securitization,pursuant to which the following mortgage loans were serviced by such party: LeMeridien Cambridge MIT (from 1/1/19 to 12/31/19) and Princeton Pike CorporateCenter (from 1/1/19 to 12/31/19) (see Exhibit 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 on May5, 2016 under SEC File No. 333-206582-02 and incorporated by reference herein).

 

(99.2)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital HoldingsLLC (filed as Exhibit 99.2 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).

 

(99.3)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc., Starwood Mortgage Funding III LLC and StarwoodMortgage Capital LLC (filed as Exhibit 99.3 to the registrant's Current Reporton Form 8-K filed on May 5, 2016 under SEC File No. 333-206582-02 andincorporated by reference herein).

 

(99.4)Mortgage Loan Purchase Agreement, dated April 22, 2016,between Morgan Stanley Capital I Inc. and KeyBank National Association (filed asExhibit 99.4 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).

 

(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 of America,N.A., as Initial Note A-2 Holder, relating to the 300 Four Falls loan combination(filed as Exhibit 99.5 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).

 

(99.6)Agreement Between Note Holders, dated as of November 5,2015, between Bank of America, N.A., as Initial Note A-1 Holder, UBS Real EstateSecurities Inc., as Initial Note A-2 Holder, and UBS Real Estate SecuritiesInc., as Initial Note A-3 Holder, relating to the Gulfport Premium Outlets loancombination (filed as Exhibit 99.6 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).

 

(99.7)Amended and Restated Agreement Between Note Holders, datedas of March 8, 2016, between Wells Fargo Bank, National Association, as MSC2015-UBS8 trustee, as Note A-1 Holder, UBS Real Estate Securities Inc., as InitialNote A-2 Holder, UBS Real Estate Securities Inc., as Initial Note A-3 Holder,UBS Real Estate Securities Inc., as Initial Note A-4 Holder, and Bank ofAmerica, National Association, as Initial Note A-5 Holder, relating to the GroveCity Premium Outlets loan combination (filed as Exhibit 99.7 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).

 

(99.8)Agreement Between Note Holders, dated as of February 11,2016, between Morgan Stanley Bank, N.A., as Initial Note A-1A Holder, MorganStanley Bank, N.A., as Initial Note A-1B Holder, Morgan Stanley Bank, N.A., asInitial Note A-1C Holder, and Morgan Stanley Bank, N.A., as Initial Note A-2Holder, relating to the Penn Square Mall loan combination (filed as Exhibit99.8 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).

 

(99.9)Agreement Between Note Holders, dated as of February 5,2016, between Bank of America, N.A., as Initial Note A-1 Holder, Bank of America,N.A., as Initial Note A-2 Holder, and Bank of America, N.A., as Initial NoteA-3 Holder, relating to the Le Meridien Cambridge MIT loan combination (filedas Exhibit 99.9 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).

 

(99.10)Amended and Restated Agreement Between Note Holders, datedas of April 21, 2016, between U.S. Bank National Association, as MSBAM 2016-C28trustee, as Note A-1 Holder, Wells Fargo Bank, National Association, as MSC2016-UBS9 trustee, as Note A-2 Holder, Morgan Stanley Bank, N.A., as Note A-3Holder, and Morgan Stanley Bank, N.A., as Note A-4 Holder, relating to thePrinceton Pike Corporate Center loan combination (filed as Exhibit 99.10 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).

 

(99.11)Primary Servicing Agreement, dated as of May 1, 2016, betweenWells Fargo Bank, National Association, as master servicer, and KeyBank NationalAssociation, as primary servicer (filed as Exhibit 99.11 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).

 

 (b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized.

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, Director and President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 26, 2020