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, 2022                  
|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
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation 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 such files).



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 has filed a report on and
attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.



Not applicable.



If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements.



Not applicable.



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



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.














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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ● | Rialto Capital Advisors, LLC is the current special servicer under the MSBAM 2012-C5 pooling and servicing agreement. In April 2018, Midland Loan Services, a Division of PNC Bank, National Association was replaced as special servicer under the MSBAM 2012-C5 pooling and servicing agreement and was succeeded by Rialto Capital Advisors, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ● | Park Bridge Lender Services LLC is the current operating advisor under the MSBAM 2012-C5 pooling and servicing agreement. In December 2019, Situs Holdings, LLC resigned as operating advisor under the MSBAM 2012-C5 pooling and servicing agreement and was succeeded by Park Bridge Lender Services LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



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 as a sub-servicer in respect of the entire mortgage pool for the reporting period.                                                                                                                                                    
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                     
| | ● | On November 1, 2021, pursuant to the second amended and restated servicing agreement attached hereto as Exhibit 99.5, Computershare Trust Company, National Association was engaged to perform all or virtually all of Wells Fargo Bank, National Association’s roles as certificate administrator, custodian and trustee, as applicable, under the pooling and servicing agreement.





3









PART I



Item 1. Business.



Omitted.



Item 1A. Risk Factors.



Omitted.



Item 1B. Unresolved Staff Comments.



None.



Item 2. Properties.



Omitted.



Item 3. Legal Proceedings.



Omitted.



Item 4. Mine Safety Disclosures.



Omitted.



PART II



Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.



Omitted.



Item 6. [Reserved]







Item 7. Management’s Discussion and Analysis of Financial Condition
and Results of Operations.



Omitted.





4









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.





5









Item 13. Certain Relationships and Related Transactions, and Director
Independence.



Omitted.



Item 14. Principal Accountant 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 2022 fiscal year is $23,740,865.



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 follows:



In December 2014, Phoenix Light SF Limited (Phoenix
Light) and certain related entities filed a complaint in the United States District Court for the Southern District of New York alleging
claims against Wells Fargo Bank, N.A., in its capacity as trustee for a number of residential mortgage-backed securities (RMBS) trusts.
Complaints raising similar allegations have been filed by Commerzbank AG in the Southern District of New York and by IKB International
and IKB Deutsche Industriebank in New York state court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., as trustee, caused
losses to investors, and plaintiffs assert causes of action based upon, among other things, the trustee’s alleged failure to notify
and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, notify investors
of alleged events of default, and abide by appropriate standards of care following alleged events of default. In July 2022, the district
court dismissed Phoenix Light’s claims and certain of the claims asserted by Commerzbank AG, and subsequently entered judgment in
each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank AG appealed the district court’s decision
to the United States Court of Appeals for the Second Circuit. Wells Fargo Bank, N.A. previously settled two class actions filed by institutional
investors and an action filed by the National Credit Union Administration with similar allegations. In addition, Park Royal I LLC and
Park Royal II LLC have filed substantially similar lawsuits in New York state court alleging Wells Fargo Bank, N.A., as trustee, failed
to take appropriate actions upon learning of defective mortgage loan documentation.



6





In the last several years, U.S. Bank National Association (“U.S.
Bank”) and other large financial institutions have been sued in their capacity as trustee or successor trustee for certain residential
mortgage backed securities ("RMBS") trusts. The complaints, primarily filed by investors or investor groups against U.S. Bank
and similar institutions, allege the trustees caused losses to investors as a result of alleged failures by the sponsors, mortgage loan
sellers and servicers to comply with the governing agreements for these RMBS trusts. Plaintiffs generally assert causes of action based
upon the trustees’ purported failures to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representations
and warranties, notify securityholders of purported events of default allegedly caused by breaches of servicing standards by mortgage
loan servicers and abide by a heightened standard of care following alleged events of default.



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, that it has meritorious defenses, and
it has contested and intends to continue contesting the plaintiffs’ claims vigorously. However, 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.



On March 9, 2018, a law firm purporting to represent fifteen Delaware statutory
trusts (the “DSTs”) that issued securities backed by student loans (the “Student Loans”) filed a lawsuit in the
Delaware Court of Chancery against U.S. Bank National Association (“U.S. Bank”) in its capacities as indenture trustee and
successor special servicer, and three other institutions in their respective transaction capacities, with respect to the DSTs and the
Student Loans. This lawsuit is captioned The National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National Association,
et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the “NCMSLT Action”). The complaint, as amended on June 15, 2018, alleged that
the DSTs have been harmed as a result of purported misconduct or omissions by the defendants concerning administration of the trusts and
special servicing of the Student Loans. Since the filing of the NCMSLT Action, certain Student Loan borrowers have made assertions against
U.S. Bank concerning special servicing that appear to be based on certain allegations made on behalf of the DSTs in the NCMSLT Action.



U.S. Bank believes that it has performed its obligations as indenture trustee
and special servicer in good faith and in compliance in all material respects with the terms of the agreements governing the DSTs (the
“Governing Agreements”), and accordingly that the claims against it in the NCMSLT Action are without merit.



U.S. Bank has filed a motion seeking dismissal of the operative complaint
in its entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative, a stay of the case while
other prior filed disputes involving the DSTs and the Student Loans are litigated. On November 7, 2018, the Court ruled that the case
should be stayed in its entirety pending resolution of the first-filed cases. On January 21, 2020, the Court entered an order consolidating
for pretrial purposes the NCMSLT Action and three other lawsuits pending in the Delaware Court of Chancery concerning the DSTs and the
Student Loans (the “Consolidated Action”). U.S. Bank and other parties to the Consolidated Action have briefed and argued
motions for judgment on the pleadings pursuant to Chancery Court Rule 12(c) regarding disputed issues of contractual interpretation at
issue in one or more of the cases comprising the Consolidated Action, including the NCMSLT Action. The Court has not yet ruled on these
motions or on U.S. Bank’s dismissal motion in the NCMSLT Action.



U.S. Bank intends to continue to defend the NCMSLT Action vigorously.





7









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



The information regarding this Item has been provided previously in an
annual report on Form 10-K of the issuing entity or 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.



The report on assessment of compliance with applicable
servicing criteria furnished pursuant to Item 1122 of Regulation AB by KeyBank National Association discloses that a material instance
of noncompliance occurred, as described below:



KeyBank National Association (KeyBank) has identified
the following material instance of noncompliance with servicing criteria 1122(d)(4)(ix) during the calendar year ended December 31, 2022,
with respect to the Platform. The material instance of noncompliance does not relate to KeyBank’s performance under any pooling
and servicing agreement applicable to the securitization transaction that is the subject of this Form 10-K.



|1) | Servicing Criteria impacted
|-- | ---------------------------



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



|2) | Material Instance of Noncompliance with Servicing Criteria
|-- | ----------------------------------------------------------



During compliance testing, it was discovered, that not all
FlexARM loan mortgagors were offered loan rates within 45-60 days before the rate change date, as required per the related pool asset
documents. Per the Note, if the holder fails to offer a loan rate within 45-60 days of any change date a margin of 2.25% is to be used.
Given the notification was not made to the borrowers, a 3% margin was incorrectly applied. The noncompliance in Item 1122 (d)(4)(ix) is
related to a servicing portfolio which is wholly owned by the investor and is not held in a publicly traded security.



|3) | Remediation
|-- | -----------



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





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        





8









|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 Computershare Trust Company, National Association, as Servicing Function
    Participant for the Custodian                                                                                                                                            
|     | 33.4 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                        
|     | 33.5 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                       
|     | 33.6 Park Bridge Lender Services LLC, as Operating Advisor                                                                                                                                                                                                                                                                   
|     | 33.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                              
|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 Computershare Trust Company, National Association, as Servicing Function
    Participant for the Custodian                                                                                                                                            
|     | 34.4 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                        
|     | 34.5 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                       
|     | 34.6 Park Bridge Lender Services LLC, as Operating Advisor                                                                                                                                                                                                                                                                   
|     | 34.7 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                              
|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 Computershare Trust Company, National Association, as Servicing Function
    Participant for the Custodian                                                                                                                                            
|     | 35.4 KeyBank National Association, as Master Servicer                                                                                                                                                                                                                                                                        
|     | 35.5 Rialto Capital Advisors, LLC, as Special Servicer                                                                                                                                                                                                                                                                       
|     | 35.6 Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                              
|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).       





9









|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).                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                       
|99.5 | Second Amended and Restated Servicing Agreement, effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company, N.A., Computershare Trust Company, N.A., Computershare Delaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K filed on November 5, 2021 under SEC File No. 333-167764-03 and incorporated by reference herein).



b) See Item (a) above.



c) Not Applicable.





10









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:                          
| |                              



Date: March 27, 2023





11