**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, 2023OR**

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

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

 

 

 

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

 

**Central Index Key Number of the issuing entity:0001664682**

 

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

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

 

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

 

**Morgan Stanley Capital I Inc.**

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

 

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

 

**UBS Real Estate Securities Inc.**

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

 

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

 

**Morgan Stanley Mortgage Capital Holdings LLC**

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

 

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

 

**Bank of America, National Association**

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

 

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

 

**c/o Computershare Trust Company, National Association,as agent for**

**Wells Fargo Bank, National Association**

**9062 Old Annapolis Road**

** Columbia, MD**

**(Address of principal executive offices)**

 

**21045**

**(Zip Code)**

 

**Telephone number, including area code:**

**(667) 786‐1992**

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 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 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, an acceleratedfiler, a non-accelerated filer, a smaller reporting company, or emerging growthcompany. See the definitions of "large accelerated filer","accelerated filer," "smaller reporting company," and“emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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

 

Emerginggrowth company ___

 

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

 

  Notapplicable.

 

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

 

  Notapplicable.

 

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

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

 

Notapplicable.

 

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

 

Notapplicable.

 

Indicateby check mark whether the registrant is a shell company (as defined in 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 ofthe Form 10-K (e.g., Part I, Part II, etc.) into which the document isincorporated: (1)Any annual report to security holders; (2) Any proxy orinformation statement; and (3)Any prospectus filed pursuant to Rule 424(b) or(c) under the Securities Act of 1933. The listed documents should be clearlydescribed for identification purposes (e.g., annual report to security holdersfor fiscal year ended December 24, 1980).

 

  Notapplicable.

 

**EXPLANATORY NOTES**

 

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

 

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

·         the Princeton Pike Corporate Centermortgage loan, which is serviced pursuant to the MSBAM 2016-C28 pooling andservicing agreement attached hereto as Exhibit 4.3;

 

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

 

·       the Twenty Ninth Street Retail mortgage loan, which is serviced pursuant to theGSMS 2016-GS2 pooling and servicing agreement attached hereto as Exhibit 4.5;and

 

·       theGrove City Premium Outlets mortgage loan, which is serviced pursuant to theBACM 2016-UBS10 pooling and servicing agreement attached hereto as Exhibit 4.6.

 

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

 

·         The trustee under a pooling and servicingagreement has a nominal role with respect to the mortgage pool securitizedpursuant to such pooling and servicing agreement. The trustee’s only servicing functionis the contingent obligation to make certain advances if the master servicerunder such pooling and servicing agreement fails to do so, while all otherservicing functions are performed by other parties. The trustee under each ofthe pooling and servicing agreements listed in the Exhibit Index has confirmedto the registrant that it has not made any such contingent advances during thereporting period, and consequently, each such trustee does not participate inthe servicing function for purposes of Item 1122 of Regulation AB, nor does itperform the functions of a servicer for purposes of the definition of“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 ofRegulation AB.

 

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

 

·         The operating advisor under a pooling andservicing agreement represents the interests of senior certificateholders inthe transaction governed by such pooling and servicing agreement and isresponsible for monitoring the performance of the special servicer under suchpooling and servicing agreement and producing certain reports to certificateholdersrelating to the resolution of the mortgage pool securitized pursuant to suchpooling and servicing agreement. The operating advisor under a pooling andservicing agreement does not have any obligations with respect to any othertransaction and is solely obligated to perform loan reporting functions withrespect to the securitization governed by such pooling and servicing agreement.Consequently, the operating advisor under an Outside Pooling and ServicingAgreement neither participates in the servicing function for purposes of Item1122 of Regulation AB nor performs the functions of a servicer for purposes ofthe definition of “servicer” under Item 1101 of Regulation AB or for purposesof Item 1123 of Regulation AB. In addition, while the operating advisor under apooling and servicing agreement has certain reporting obligations in respect ofthe related mortgage pool, it has no obligation to collect or disburse funds inrespect of the mortgage pool or to administer any of the underlying mortgage loans.Consequently, the operating advisor under a pooling and servicing agreementparticipates in the servicing function for purposes of Item 1122 of RegulationAB, but is not responsible for the “management or collection of the pool assetsor 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.

 

·       The asset representations reviewer under apooling and servicing agreement has a limited obligation to review certaindelinquent mortgage loans after a specified delinquency threshold has been metand the required percentage of certificateholders vote to direct a review of suchdelinquent mortgage loans, and has no obligation to collect or disburse fundsin respect of the mortgage pool, to administer any of the underlying mortgageloans or to perform any servicing function.  Consequently, the assetrepresentations reviewer under a pooling and servicing agreement does notparticipate in the servicing function for purposes of Item 1122 of RegulationAB, is not responsible for the “management or collection of the pool assets ormaking allocations or distributions to holders of the asset-backed securities”within the meaning of “servicer” under Item 1101 of Regulation AB and does notperform the functions of a servicer for purposes of Item 1123 of Regulation AB.

 

·      LNR Partners,LLC is the current special servicer under the GSMS 2016-GS2 pooling andservicing agreement, pursuant to which the Twenty Ninth Street Retail mortgageloan is serviced. In November 2019, Torchlight Loan Services, LLC was replacedas special servicer under the GSMS 2016-GS2 pooling and servicing agreement andsucceeded by LNR Partners, LLC.  Because LNR Partners, LLC is not the MSC2016-UBS9 special servicer, is not affiliated with any sponsor and servicesonly the Twenty Ninth Street Retail mortgage loan, which constitutes more than5% but less than 10% of the mortgage pool, LNR Partners, LLC, as GSMS 2016-GS2special servicer, constitutes a reporting “servicing function participant” forpurposes of Item 1122 of Regulation AB, as specified in the Instruction 3 toItem 1122, but does not constitute a reporting “servicer” for purposes of Item1123 of Regulation AB, as specified in the Instruction to Item 1123.

 

•      RialtoCapital Advisors, LLC, as Veritas Multifamily Pool 2 special servicer under theGSMS 2016-GS2 pooling and servicing agreement, only has obligations in respectof Veritas Multifamily Pool 2 mortgage loan securitized thereunder. RialtoCapital Advisors, LLC, as Veritas Multifamily Pool 2 special servicer under theGSMS 2016-GS2 pooling and servicing agreement, has no obligations with respectto any mortgage loan included in the MSC 2016-UBS9 mortgage pool and thereforesuch party in such capacity 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.

 

·      Greystone Servicing Company LLC isthe current special servicer under the MSBAM 2016-C28 pooling and servicingagreement, pursuant to which the Princeton Pike Corporate Center mortgage loanis serviced. On August 26, 2020, C-III Asset Management LLC was replaced asspecial servicer under the MSBAM 2016-C28 pooling and servicing agreement andwas succeeded by Greystone Servicing Company LLC, to which C-III AssetManagement assigned substantially all of its assets.  Because GreystoneServicing Company LLC is not the MSC 2016-UBS9 special servicer, is notaffiliated with any sponsor and serviced only the Princeton Pike CorporateCenter mortgage loan, which constitutes more than 5% but less than 10% of themortgage pool, Greystone Servicing Company LLC, as MSBAM 2016-C28 specialservicer, constitutes a reporting “servicing function participant” for purposesof Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,but does not constitute a reporting “servicer” for purposes of Item 1123 ofRegulation AB, as specified in the Instruction to Item 1123.

·      The GLP Industrial Portfolio Bmortgage loan, which was serviced pursuant to the CSMC 2015-GLPB pooling andservicing agreement, was paid in full on September 26, 2019.

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

 

·         KeyBank National Association, as masterservicer, engaged the services of Berkadia Commercial Mortgage LLC, as asub-servicer in respect of the entire mortgage pool for the reportingperiod. 

 

·         Wells Fargo Bank, National Association, asmaster servicer under the MSBAM 2016-C28 pooling and servicing agreement,pursuant to which the Princeton Pike Corporate Center mortgage loan isserviced, engaged the services of CoreLogic Solutions, LLC as a servicingfunction participant in respect of the Princeton Pike Corporate Center mortgageloan for the reporting period.

·         Wells Fargo Bank, National Association, asmaster servicer under the BACM 2016-UBS10 pooling and servicing agreement,pursuant to which the Grove City Premium Outlets mortgage loan is serviced,engaged the services of Midland Loan Services, a Division of PNC Bank, NationalAssociation as sub-servicer, and CoreLogic Solutions, LLC, each as a servicingfunction participant, in each case in respect of the Grove City Premium Outletsmortgage loan for the reporting period.

·         Wells Fargo Bank, National Association, as master servicerunder the MSBAM 2016-C29 pooling and servicing agreement, pursuant to which theGulfport Premium Outlets mortgage loan is serviced, engaged the services ofMidland Loan Services, a Division of PNC Bank, National Association assub-servicer, and CoreLogic Solutions, LLC, each as a servicing functionparticipant, in each case in respect of the Gulfport Premium Outlets mortgageloan for the reporting period.

 

·         On November 1, 2021, pursuant to the second amended andrestated servicing agreement attached hereto as Exhibit 99.15, ComputershareTrust Company, National Association was engaged to perform all or virtually allof Wells 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 1C.** | **Cybersecurity.**              |
|              | Omitted.                        |
| **Item 2.**  | **Properties.**                 |
|              | Omitted.                        |
| **Item 3.**  | **Legal Proceedings.**     |
|              | Omitted.                        |
| **Item 4.**  | **Mine Safety Disclosures.**    |
|              | Omitted.                        |
|              |                            |   |

 

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

 

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

 

**ADDITIONALDISCLOSURE ITEMS FOR REGULATION AB**

 

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

 

Notapplicable.

 

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

 

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

 

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

 

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

 

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

 

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

 

InDecember 2014, Phoenix Light SF Limited (Phoenix Light) and certain relatedentities filed a complaint in the United States District Court for the SouthernDistrict of New York alleging claims against Wells Fargo Bank, N.A., in itscapacity as trustee for a number of residential mortgage-backed securities(RMBS) trusts. Complaints raising similar allegations have been filed byCommerzbank AG in the Southern District of New York, IKB International and IKBDeutsche Industriebank (together, IKB) in New York state court, and Park RoyalI LLC and Park Royal II LLC in New York state court. In each case, theplaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused losses toinvestors, and plaintiffs assert causes of action based upon, among otherthings, the trustee’s alleged failure to notify and enforce repurchaseobligations of mortgage loan sellers for purported breaches of representationsand warranties, notify investors of alleged events of default, and abide byappropriate standards of care following alleged events of default. In July2022, the district court dismissed Phoenix Light’s claims and certain of theclaims asserted by Commerzbank AG, and subsequently entered judgment in eachcase in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light andCommerzbank AG each appealed the district court’s decision to the United StatesCourt of Appeals for the Second Circuit. Phoenix Light dismissed its appeal inMay 2023, terminating its case. In November 2023, Wells Fargo Bank, N.A.entered into an agreement with IKB to resolve IKB’s claims. Wells Fargo Bank,N.A. previously settled two class actions filed by institutional investors andan action filed by the National Credit Union Administration with similarallegations.

 

**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 March 9, 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.

 

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

 

Theservicer compliance statements are attached hereto under Item 15.

 

**Part IV**

 

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

 

(a) Exhibits.

 

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

 

(4.2)Pooling and Servicing Agreement, dated as of December1, 2015, between Morgan Stanley Capital I Inc., as depositor, Midland LoanServices, a division of PNC Bank, National Association, as master servicer,Rialto Capital Advisors, LLC, as special servicer, Situs Holdings, LLC, astrust advisor, and Wells Fargo Bank, National Association, as trustee,certificate administrator and custodian, relating to the MSC 2015-UBS8securitization transaction, pursuant to which the 525 Seventh Avenue MortgageLoan and the Ellenton Premium Outlets Mortgage Loan are serviced (filed asExhibit 4.2 to the registrant's Current Report on Form 8-K filed on March 9,2016 under SEC File No. 333-206582-01 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., 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 Princeton Pike CorporateCenter Mortgage Loan is serviced (filed as Exhibit 4.4 to the registrant'sCurrent Report on Form 8-K filed on March 9, 2016 under SEC File No.333-206582-01 and incorporated by reference herein).

 

(4.4)Pooling and Servicing Agreement, dated as of May 1,2016, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,National Association, as master servicer, Rialto Capital Advisors, LLC, asspecial servicer, Park Bridge Lender Services LLC, as operating advisor andasset representations reviewer, Wells Fargo Bank, National Association, ascustodian, certificate administrator, certificate registrar and authenticatingagent, and Wilmington Trust, National Association, as trustee, relating to theMSBAM 2016-C29 securitization transaction, pursuant to which the GulfportPremium Outlets Mortgage Loan is serviced (filed as Exhibit 4.5 to theregistrant's Current Report on Form 8-K filed on May 11, 2016 under SEC File No.333-206582-01 and incorporated by reference herein).

 

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

 

(4.6)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 4.7 to the registrant's Current Report on Form 8-K filed onJune 13, 2016 under SEC File No. 333-206582-01 and incorporated by referenceherein).

 

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

 

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

 

33.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

33.2 Computershare Trust Company, NationalAssociation, as Servicing Function Participant for the CertificateAdministrator

 

33.3  Wells Fargo Bank, National Association, as Custodian

 

33.4 Computershare Trust Company, NationalAssociation, as Servicing Function Participant for the Custodian

 

33.5  KeyBank National Association, as Master Servicer

 

33.6  CWCapital Asset Management LLC, as Special Servicer

 

33.7  Park Bridge Lender Services LLC, as Operating Advisor

 

33.8  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

33.9  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/23 to 12/31/23) and Ellenton PremiumOutlets (from 1/1/23 to 12/31/23)

  

33.10  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 1/1/23 to 12/31/23)

 

33.11  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 1/1/23 to 12/31/23)

 

33.12  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/23 to 12/31/23) (see exhibit33.9)

 

33.13  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 1/1/23 to 12/31/23) (see exhibit 33.10)

 

33.14Midland 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 1/1/23 to 12/31/23) (see exhibit 33.9)

 

33.15  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 1/1/23 to 12/31/23) (see exhibit 33.11)

 

33.16  Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/23 to 12/31/23) (see exhibit 33.10)

 

33.17Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit 33.9)

 

33.18  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/23 to 12/31/23) (see exhibit 33.11)

 

33.19  Rialto Capital Advisors, LLC, as Special Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/23 to12/31/23) and Ellenton Premium Outlets (from 1/1/23 to 12/31/23)

 

33.20  Greystone Servicing Company LLC, as Special Servicerunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Princeton Pike Corporate Center(from 1/1/23 to 12/31/23)

 

33.21  LNR Partners, LLC, as Special Servicer under the GSMS2016-GS2 securitization, pursuant to which the following mortgage loans wereserviced by such party: Twenty Ninth Street Retail (from 1/1/23 to 12/31/23)

 

33.22  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 (from1/1/23 to 12/31/23) (see exhibit 33.19)

 

33.23 Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 33.19)

  

33.24  Wells Fargo Bank, National Association, as Custodianunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/23 to12/31/23) and Ellenton Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit33.3)

 

33.25  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2015-UBS8 securitization, pursuantto which the following mortgage loans were serviced by such party: 525 SeventhAvenue (from 1/1/23 to 12/31/23) and Ellenton Premium Outlets (from 1/1/23 to12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (see exhibit 33.4)

 

33.28  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/23 to 12/31/23) (see exhibit 33.3)

 

33.29  Computershare Trust Company, National Association, as ServicingFunction Participant under the GSMS 2016-GS2 securitization, pursuant to whichthe following mortgage loans were serviced by such party: Twenty Ninth StreetRetail (from 1/1/23 to 12/31/23) (see exhibit 33.4)

 

33.30  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 (from1/1/23 to 12/31/23) (see exhibit 33.3)

 

33.31  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 1/1/23 to 12/31/23) (see exhibit 33.4)

 

33.32  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 33.3)

 

33.33  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/23 to 12/31/23) (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, NationalAssociation, as Servicing Function Participant for the CertificateAdministrator

 

34.3  Wells Fargo Bank, National Association, as Custodian

 

34.4 Computershare Trust Company, NationalAssociation, as Servicing Function Participant for the Custodian

 

34.5  KeyBank National Association, as Master Servicer

 

34.6  CWCapital Asset Management LLC, as Special Servicer

 

34.7  Park Bridge Lender Services LLC, as Operating Advisor

 

34.8  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

34.9  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/23 to 12/31/23) and Ellenton PremiumOutlets (from 1/1/23 to 12/31/23)

  

34.10  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 1/1/23 to 12/31/23)

 

34.11  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 1/1/23 to 12/31/23)

 

34.12  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/23 to 12/31/23) (see exhibit34.9)

 

34.13  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 1/1/23 to 12/31/23) (see exhibit 34.10)

 

34.14Midland 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 1/1/23 to 12/31/23) (see exhibit 34.9)

 

34.15  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 1/1/23 to 12/31/23) (see exhibit 34.11)

 

34.16  Wells Fargo Bank, National Association, as Master Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 34.10)

 

34.17Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit 34.9)

 

34.18  CoreLogic Solutions, LLC, as Servicing FunctionParticipant under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/23 to 12/31/23) (see exhibit 34.11)

 

34.19  Rialto Capital Advisors, LLC, as Special Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/23 to12/31/23) and Ellenton Premium Outlets (from 1/1/23 to 12/31/23)

 

34.20  Greystone Servicing Company LLC, as Special Servicerunder the MSBAM 2016-C28 securitization, pursuant to which the followingmortgage loans were serviced by such party: Princeton Pike Corporate Center(from 1/1/23 to 12/31/23)

 

34.21  LNR Partners, LLC, as Special Servicer under the GSMS2016-GS2 securitization, pursuant to which the following mortgage loans wereserviced by such party: Twenty Ninth Street Retail (from 1/1/23 to 12/31/23)

 

34.22  Rialto Capital Advisors, LLC, as Special Servicer underthe BACM 2016-UBS10 securitization, pursuant to which the following mortgageloans were serviced by such party: Grove City Premium Outlets (from 1/1/23 to12/31/23) (see exhibit 34.19)

 

34.23 Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 34.19)

  

34.24  Wells Fargo Bank, National Association, as Custodianunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/23 to12/31/23) and Ellenton Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit34.3)

 

34.25  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2015-UBS8 securitization, pursuantto which the following mortgage loans were serviced by such party: 525 SeventhAvenue (from 1/1/23 to 12/31/23) and Ellenton Premium Outlets (from 1/1/23 to12/31/23) (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 1/1/23 to 12/31/23) (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 1/1/23 to 12/31/23) (see exhibit 34.4)

 

34.28  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/23 to 12/31/23) (see exhibit 34.3)

 

34.29  Computershare Trust Company, National Association, asServicing Function Participant under the GSMS 2016-GS2 securitization, pursuantto which the following mortgage loans were serviced by such party: Twenty NinthStreet Retail (from 1/1/23 to 12/31/23) (see exhibit 34.4)

 

34.30  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 (from1/1/23 to 12/31/23) (see exhibit 34.3)

 

34.31  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 1/1/23 to 12/31/23) (see exhibit 34.4)

 

34.32  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 34.3)

 

34.33  Computershare Trust Company, National Association, asServicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit 34.4) 

 

(35). Servicer compliancestatement.

 

35.1  Wells Fargo Bank, National Association, as CertificateAdministrator

 

35.2 Computershare Trust Company, NationalAssociation, as Servicing Function Participant for the CertificateAdministrator

 

35.3  Wells Fargo Bank, National Association, as Custodian

 

35.4 Computershare Trust Company, NationalAssociation, as Servicing Function Participant for the Custodian

 

35.5  KeyBank National Association, as Master Servicer

 

35.6  CWCapital Asset Management LLC, as Special Servicer

 

35.7  Berkadia Commercial Mortgage LLC, as Primary Servicer

 

35.8  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the MSC 2015-UBS8securitization, pursuant to which the following mortgage loans were serviced bysuch party: 525 Seventh Avenue (from 1/1/23 to 12/31/23) and Ellenton PremiumOutlets (from 1/1/23 to 12/31/23)

  

35.9  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 1/1/23 to 12/31/23)

 

35.10  Midland Loan Services, a Division of PNC Bank,National Association, as Master Servicer under the GSMS 2016-GS2securitization, pursuant to which the following mortgage loans were serviced bysuch party: Twenty Ninth Street Retail (from 1/1/23 to 12/31/23) (see exhibit35.8)

 

35.11  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 1/1/23 to 12/31/23) (see exhibit 35.9)

 

35.12 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 1/1/23 to 12/31/23) (see exhibit 35.8)

 

35.13 Wells Fargo Bank, National Association, as MasterServicer under the MSBAM 2016-C29 securitization, pursuant to which thefollowing mortgage loans were serviced by such party: Gulfport Premium Outlets(from 1/1/23 to 12/31/23) (see exhibit 35.9)

 

35.14Midland Loan Services, a Division of PNC Bank,National Association, as Sub-Servicer under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit 35.8)

 

35.15  Rialto Capital Advisors, LLC, as Special Servicerunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/23 to12/31/23) and Ellenton Premium Outlets (from 1/1/23 to 12/31/23)

 

35.16  Rialto Capital Advisors, LLC, as Special Servicerunder the BACM 2016-UBS10 securitization, pursuant to which the followingmortgage loans were serviced by such party: Grove City Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 35.15)

 

35.17  Rialto Capital Advisors, LLC, as Special Servicerunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 35.15)

 

35.18  Wells Fargo Bank, National Association, as Custodianunder the MSC 2015-UBS8 securitization, pursuant to which the followingmortgage loans were serviced by such party: 525 Seventh Avenue (from 1/1/23 to12/31/23) and Ellenton Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit35.3)

 

35.19  Computershare Trust Company, National Association, asServicing Function Participant under the MSC 2015-UBS8 securitization, pursuantto which the following mortgage loans were serviced by such party: 525 SeventhAvenue (from 1/1/23 to 12/31/23) and Ellenton Premium Outlets (from 1/1/23 to12/31/23) (see exhibit 35.4)

 

35.20  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 1/1/23 to 12/31/23) (see exhibit 35.3)

 

35.21  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 1/1/23 to 12/31/23) (see exhibit 35.4)

 

35.22  Wells Fargo Bank, National Association, as Custodianunder the GSMS 2016-GS2 securitization, pursuant to which the followingmortgage loans were serviced by such party: Twenty Ninth Street Retail (from1/1/23 to 12/31/23) (see exhibit 35.3)

 

35.23  Computershare Trust Company, National Association, asServicing Function Participant under the GSMS 2016-GS2 securitization, pursuantto which the following mortgage loans were serviced by such party: Twenty NinthStreet Retail (from 1/1/23 to 12/31/23) (see exhibit 35.4)

 

35.24  Wells Fargo Bank, National Association, as Custodian underthe BACM 2016-UBS10 securitization, pursuant to which the following mortgageloans were serviced by such party: Grove City Premium Outlets (from 1/1/23 to12/31/23) (see exhibit 35.3)

 

35.25  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 1/1/23 to 12/31/23) (see exhibit 35.4)

 

35.26  Wells Fargo Bank, National Association, as Custodianunder the MSBAM 2016-C29 securitization, pursuant to which the followingmortgage loans were serviced by such party: Gulfport Premium Outlets (from1/1/23 to 12/31/23) (see exhibit 35.3)

 

35.27 Computershare Trust Company, National Association,as Servicing Function Participant under the MSBAM 2016-C29 securitization,pursuant to which the following mortgage loans were serviced by such party:Gulfport Premium Outlets (from 1/1/23 to 12/31/23) (see exhibit 35.4) 

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(99.9)Agreement Between Note Holders, dated as of February19, 2016, between Morgan Stanley Bank, N.A., as Initial Note A-1 Holder, MorganStanley Bank, N.A., as Initial Note A-2 Holder, and Morgan Stanley Bank, N.A.,as Initial Note A-3 Holder, relating to the Princeton Pike Corporate Centerloan combination (filed as Exhibit 99.9 to the registrant's Current Report onForm 8-K filed on March 9, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein), as amended and restated pursuant to thatcertain Amended and Restated Agreement Between Note Holders, dated as of April21, 2016, between U.S. Bank National Association, as trustee for Morgan StanleyBank of America Merrill Lynch Trust 2016-C28, Commercial Mortgage Pass-ThroughCertificates, Series 2016-C28, as Note A-1 Holder, Wells Fargo Bank, NationalAssociation, as trustee for Morgan Stanley Capital I Trust 2016-UBS9,Commercial Mortgage Pass-Through Certificates, Series 2016-UBS9, as Note A-2Holder, Morgan Stanley Bank, N.A., as Note A-3 Holder, and Morgan Stanley Bank,N.A., as Note A-4 Holder (filed as Exhibit 99.15 to the registrant's CurrentReport on Form 8-K filed on April 26, 2016 under SEC File No. 333-206582-01 andincorporated by reference herein).

 

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

 

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

 

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

 

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

 

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

 

(99.15)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. 333-206582-01 and incorporated by reference herein).

 

(b)See (a) above.

 

(c)Not applicable.

** **

**SIGNATURES**

 

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

 

MorganStanley Capital I Inc.

(Depositor)

 

By:/s/ Jane Lam

JaneLam, President

(seniorofficer in charge of securitization of the depositor)

 

Date: March 28, 2024