UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM
10-K



(Mark
One)



|☒                                                             | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|                                                              |                                                                                         
|For the fiscal year ended December 31, 2017                  
|or                                                           
|                                                             
|☐                                                             | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|                                                              |                                                                                         
|For the transition period from _____________ to _____________



333-167764-03
Commission File Number of issuing entity:



Morgan
Stanley Bank of America Merrill Lynch Trust 2012-C5

(Central
Index Key Number 0001552327)
(Exact name of issuing entity as specified in its charter)



Morgan Stanley Capital I Inc.

(Central
Index Key Number 0001547361)
(Exact name of registrant as specified in its charter)



Morgan Stanley Mortgage Capital Holdings
LLC

(Central Index Key Number 0001541557)



Bank of America, National Association

(Central
Index Key Number 0001102113)
(Exact names of sponsors as specified in their charters)



46-068109946-070092946-070959346-617919946-6181739
(I.R.S. Employer Identification No.)



New York
(State or other jurisdiction of incorporation or organization)



c/o Morgan Stanley Capital I Inc.1585 Broadway, New York, NY
(Address of principal executive offices)



10036
(Zip Code)



(212) 761-4000
(Registrant’s telephone number, including area code of issuing entity)













Securities
registered pursuant to Section 12(b) of the Act: None.



Securities
registered pursuant to Section 12(g) of the Act: None.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes   ☐   No   ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes  ☐   No   ☒



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



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes   ☒   No   ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).



Not Applicable.



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.



Not Applicable.



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

|                                                                         |                              
|------------------------------------------------------------------------ | -----------------------------
|Large accelerated filer   ☐                                              | Accelerated filer   ☐        
|                                                                         |                              
|Non-accelerated filer   ☒  (Do not check
if a smaller reporting company) | Smaller reporting company   ☐
|                                                                         |                              
|Emerging growth company   ☐                                              |                              



If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Not Applicable.



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   ☐   No   ☒













State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal
quarter.



Not Applicable.



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



Not Applicable.



Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date.



Not Applicable.





DOCUMENTS INCORPORATED BY REFERENCE



List hereunder the following documents if incorporated by reference
and the Part of the Form 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 information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities
Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).



Not Applicable.













EXPLANATORY NOTES



Except as set forth below, each of the parties to each pooling and
servicing agreement listed in the Exhibit Index both (1) participates in the servicing function for purposes of Item 1122 of Regulation
AB and (2) constitutes a servicer that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for purposes of
Item 1123 of Regulation AB:



| | ● | The trustee under a pooling and servicing agreement has a nominal role with respect to the mortgage pool securitized pursuant to such pooling and servicing agreement. The trustee’s only servicing function is the contingent obligation to make certain advances if the master servicer under such pooling and servicing agreement fails to do so, while all other servicing functions are performed by other parties. The trustee under each of the pooling and servicing agreements listed in the Exhibit Index has confirmed to the registrant that it has not made any such contingent advances during the reporting period, and consequently, each such trustee does not participate in the servicing function for purposes of Item 1122 of Regulation AB, nor does it perform the functions of a servicer for purposes of the definition of “servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of Regulation AB.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | The operating advisor under a pooling and servicing agreement represents the interests of senior certificateholders in the transaction governed by such pooling and servicing agreement and is responsible for monitoring the performance of the special servicer under such pooling and servicing agreement and producing certain reports to certificateholders relating to the resolution of the mortgage pool securitized pursuant to such pooling and servicing agreement. While the operating advisor under a pooling and servicing agreement has certain reporting obligations in respect of the related mortgage pool, it has no obligation to collect or disburse funds in respect of the mortgage pool or to administer any of the underlying mortgage loans. Consequently, the operating advisor under a pooling and servicing agreement participates in the servicing function for purposes of Item 1122 of Regulation AB, but is not responsible for the “management or collection of the pool assets or making allocations or distributions to holders of the asset-backed securities” within the meaning of “servicer” under Item 1101 of Regulation AB and does not perform the functions of a servicer for purposes of Item 1123 of Regulation AB.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ● | KeyBank National Association is the current master servicer under the MSBAM 2012-C5 pooling and servicing agreement. Bank of America, National Association’s rights and obligations as master servicer under the MSBAM 2012-C5 pooling and servicing agreement were assigned to a predecessor of KeyBank National Association in June 2013.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, each of the following parties engaged the services
of certain servicing function participants and sub-servicers for the reporting period, as set forth below:



| | ● | KeyBank National Association, as master servicer, engaged the services of Midland Loan Services, a Division of PNC Bank, National Association, and Berkadia Commercial Mortgage LLC, in each case as a sub-servicer in respect of the entire mortgage pool 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.



PURSUANT TO GENERAL INSTRUCTION J(2) THE FOLLOWING SUBSTITUTE
INFORMATION IS BEING PROVIDED IN THIS REPORT ON FORM 10-K



Item 1112(b) of Regulation AB, Significant Obligors Financial
Information.



The mortgaged property securing the Legg Mason Tower loan constitutes
a significant obligor within the meaning of 1101(k)(2) of Regulation AB. The most recent (unaudited) net operating income of the
significant obligor for the 2017 fiscal year is $21,716,427.



Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider
Financial Information.



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



Item 1115(b) of Regulation AB, Certain Derivatives Instruments
(Financial Information).



No entity or group of affiliated entities provides any derivative
instruments for the certificates as described under Item 1115 of Regulation AB.













Item 1117 of Regulation AB, Legal Proceedings.



The registrant knows of no legal proceeding pending against the
sponsors, depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of Regulation AB, originator contemplated
by Item 1110(b) of Regulation AB, or other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any property of
the foregoing is the subject, that is material to security holders, other than as disclosed in the prospectus of the issuing entity
filed in a 424(b)(5) filing dated July 27, 2012, and other than as follows:



On June 18, 2014, a group of institutional investors filed a civil
complaint in the Supreme Court of the State of New York, New York County, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”)
in its capacity as trustee under 276 residential mortgage backed securities (“RMBS”) trusts, which was later amended
on July 18, 2014, to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, the plaintiffs filed a motion to voluntarily
dismiss the state court action without prejudice. That same day, a group of institutional investors filed a putative class action
complaint in the United States District Court for the Southern District of New York (the “District Court”) against
Wells Fargo Bank, alleging claims against the bank in its capacity as trustee for 274 RMBS trusts (the “Federal Court Complaint”).
In December 2014, the plaintiffs’ motion to voluntarily dismiss their original state court action was granted. As with the
prior state court action, the Federal Court Complaint is one of six similar complaints filed contemporaneously against RMBS trustees
(Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and US Bank) by a group of institutional investor plaintiffs. The Federal
Court Complaint against Wells Fargo Bank alleges that the trustee caused losses to investors and asserts causes of action based
upon, among other things, the trustee’s alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan
sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii)
abide by appropriate standards of care following alleged events of default. Relief sought includes money damages in an unspecified
amount, reimbursement of expenses, and equitable relief. Other cases alleging similar causes of action have been filed against
Wells Fargo Bank and other trustees in the District Court by RMBS investors in these and other transactions, and these cases against
Wells Fargo Bank are proceeding before the same District Court judge. A similar complaint was also filed May 27, 2016 in New York
state court by a different plaintiff investor. On January 19, 2016, an order was entered in connection with the Federal Court Complaint
in which the District Court declined to exercise jurisdiction over 261 trusts at issue in the Federal Court Complaint; the District
Court also allowed plaintiffs to file amended complaints as to the remaining, non-dismissed trusts, if they so chose, and three
amended complaints have been filed. On December 17, 2016, the investor plaintiffs in the 261 trusts dismissed from the Federal
Court Complaint filed a new complaint in New York state court (the “State Court Complaint”). In September 2017, Royal
Park Investments SA/NV (“Royal Park”), one of the plaintiffs in the District Court cases against Wells Fargo Bank,
filed a putative class action complaint relating to two trusts seeking declaratory and injunctive relief and money damages based
on Wells Fargo Bank’s indemnification from trust funds for legal fees and expenses Wells Fargo Bank incurs or has incurred
in defending the District Court case filed by Royal Park. With respect to the foregoing litigations, Wells Fargo Bank believes
plaintiffs’ claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the
outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the RMBS trusts.













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



Since 2014 various plaintiffs or groups of plaintiffs, primarily
investors, have filed claims against U.S. Bank National Association (“U.S. Bank”), in its capacity as trustee or successor
trustee (as the case may be) under certain residential mortgage backed securities (“RMBS”) trusts. The plaintiffs or
plaintiff groups have filed substantially similar complaints against other RMBS trustees, including Deutsche Bank, Citibank, HSBC,
Bank of New York Mellon and Wells Fargo. The complaints against U.S. Bank allege the trustee caused losses to investors as a result
of alleged failures by the sponsors, mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based
upon the trustee’s purported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations
and warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders of purported
events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and that the trustee purportedly
failed to abide by a heightened standard of care following alleged events of default.

Currently U.S. Bank is a defendant in multiple actions alleging
individual or class action claims against the trustee with respect to multiple trusts as described above with the most substantial
case being: BlackRock Balanced Capital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class
action alleging claims with respect to approximately 770 trusts) and its companion case BlackRock Core Bond Portfolio et al v.
U.S Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in the aforementioned Blackrock cases,
as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to no more than 100 trusts per
case.

U.S. Bank cannot assure you as to the outcome of any of the litigation,
or the possible impact of these litigations on the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes
that it has performed its obligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors
and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.



Item 1119 of Regulation AB, Affiliations and Certain Relationships
and Related Transactions.



The information regarding this Item has been disclosed in the prospectus
of the issuing entity filed in a 424(b)(5) filing dated July 27, 2012.













Item 1122 of Regulation AB, Compliance with Applicable Servicing
Criteria.



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



Item 1123 of Regulation AB, Servicer Compliance Statement.



The servicer compliance statements are attached hereto under Item
15.



PART IV



Item 15. Exhibits, Financial Statement Schedules.



|a) Exhibits
|-----------
|           



|4.1 | Pooling and Servicing Agreement, dated as of July 1, 2012, between Morgan Stanley Capital I Inc., as depositor, Bank of America, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as trust advisor, Wells Fargo Bank, National Association, as custodian, and U.S. Bank National Association, as trustee, certificate administrator, certificate registrar and authenticating agent (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31  | Rule 13a-14(d)/15d-14(d) Certifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|33  | Reports on assessment of compliance with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 33.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 33.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 33.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 33.4 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 33.5 Situs Holdings, LLC, as Operating Advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 33.6 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 33.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer (see Exhibit 33.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|34  | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 34.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 34.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 34.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 34.4 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 34.5 Situs Holdings, LLC, as Operating Advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 34.6 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 34.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer (see Exhibit 34.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    













|35 | Servicer compliance statements.                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------
|   |                                                                                                                 
|   | 35.1 U.S. Bank National Association, as Certificate Administrator                                               
|   | 35.2 Wells Fargo Bank, National Association, as Custodian                                                       
|   | 35.3 KeyBank National Association, as Master Servicer                                                           
|   | 35.4 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer                   
|   | 35.5 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                      
|   | 35.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer (see Exhibit 35.4)







|99.1 | Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|99.2 | Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Capital I Inc. and Bank of America, National Association (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|99.3 | Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).
|     |                                                                                                                                                                                                                                                                                                                                                                                                 
|99.4 | Subservicing Agreement dated and effective as of June 24, 2013 by and between Keycorp Real Estate Capital Markets, Inc. and Berkadia Commercial Mortgage LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on June 28, 2013 under SEC File No. 333-167764-03 and incorporated by reference herein).                                                               



b) See Item (a) above.



c) Not Applicable.













SIGNATURES



Pursuant to 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 the undersigned, thereunto duly
authorized.

|                    |                               |                                                                                   
|------------------- | ----------------------------- | ----------------------------------------------------------------------------------
|                    | Morgan Stanley Capital I Inc.
|                    | (Depositor)                  
|                    |                               |                                                                                   
|                    | By:                           | /s/ George Kok                                                                    
|                    |                               | George Kok, President(senior officer in charge of securitization of the depositor)
|                    |                               |                                                                                   
|Date: April 2, 2018 |                               |                                                                                   













EXHIBIT INDEX



|EXHIBIT | DESCRIPTION
|------- | -----------



|4.1 | Pooling and Servicing Agreement, dated as of July 1, 2012, between Morgan Stanley Capital I Inc., as depositor, Bank of America, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Situs Holdings, LLC, as trust advisor, Wells Fargo Bank, National Association, as custodian, and U.S. Bank National Association, as trustee, certificate administrator, certificate registrar and authenticating agent (filed as Exhibit 4.1 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|31  | Rule 13a-14(d)/15d-14(d) Certifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|33  | Reports on assessment of compliance with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 33.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 33.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 33.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 33.4 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 33.5 Situs Holdings, LLC, as Operating Advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 33.6 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 33.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer (see Exhibit 33.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|34  | Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 34.1 U.S. Bank National Association, as Certificate Administrator                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 34.2 Wells Fargo Bank, National Association, as Custodian                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 34.3 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 34.4 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | 34.5 Situs Holdings, LLC, as Operating Advisor                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | 34.6 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | 34.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer (see Exhibit 34.4)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





|35 | Servicer compliance statements.                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------
|   |                                                                                                                 
|   | 35.1 U.S. Bank National Association, as Certificate Administrator                                               
|   | 35.2 Wells Fargo Bank, National Association, as Custodian                                                       
|   | 35.3 KeyBank National Association, as Master Servicer                                                           
|   | 35.4 Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer                   
|   | 35.5 Berkadia Commercial Mortgage LLC, as Primary Servicer                                                      
|   | 35.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer (see Exhibit 35.4)













|99.1 | Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage Capital Holdings LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).                                                                   
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|99.2 | Mortgage Loan Purchase Agreement, dated as of July 13, 2012, between Morgan Stanley Capital I Inc. and Bank of America, National Association (filed as Exhibit 99.2 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).                                                                          
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|99.3 | Primary Servicing Agreement, dated as of July 1, 2012, between Bank of America, National Association, as master servicer, and Midland Loan Services, a Division of PNC Bank, National Association, as primary servicer (filed as Exhibit 99.3 to the registrant’s Current Report on Form 8-K/A filed on October 18, 2012 under SEC File No. 333-167764-03 and incorporated by reference herein).
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|99.4 | Subservicing Agreement dated and effective as of June 24, 2013 by and between Keycorp Real Estate Capital Markets, Inc. and Berkadia Commercial Mortgage LLC (filed as Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on June 28, 2013 under SEC File No. 333-167764-03 and incorporated by reference herein).