UNITED
STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2016                  
|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 of the issuing entity)



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



10036
(Zip Code)



(212)
762-6148
(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, or a smaller
reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.

|                          |                            
|------------------------- | ---------------------------
|Large accelerated filer ☐ | Accelerated filer ☐        
|                          |                            
|Non-accelerated filer ☒   | Smaller reporting company ☐



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 last 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 Operation.



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 and 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 Mortgage 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 2016 fiscal year is $18,540,956.51.



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”). Motions to dismiss all of the actions are pending
except for the recently filed State Court Complaint. There can be no assurances as to the outcome of the litigations, or the possible
impact of the litigations on the trustee or the RMBS trusts. However, Wells Fargo 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 any losses to investors,
and that it has meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.













From
time to time Berkadia and its affiliates are parties to lawsuits and other legal proceedings arising in the ordinary course of
business. Berkadia does not believe that any such lawsuits or legal proceedings would, individually or in the aggregate, have
a material adverse effect on its business or its ability to serve as primary servicer. Notwithstanding the foregoing, Berkadia
discloses the following litigation: On February 23, 2016, a certificateholder of the J.P. Morgan Chase Commercial Mortgage Securities
Trust, Series 2007-CIBC18 (the “2007-CIBC18 Trust”), filed suit (the “Lawsuit”) in the Supreme Court of
New York, County of New York, against KeyBank National Association, as special servicer, and Berkadia, as master servicer. The
action was brought in connection with the determinations by KeyBank National Association (“KeyBank”) and Berkadia
of the fair value of a loan secured by the Bryant Park Hotel in New York City. KeyBank and Berkadia deny liability and believe
that they performed their obligations in accordance with the terms of the pooling and servicing agreement applicable to the 2007-CIBC18
Trust. KeyBank’s and Berkadia’s motions to dismiss the lawsuit were granted with prejudice on November 28, 2016. The
plaintiff has filed a notice of appeal.



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 794 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        
|           
|31         
|           
|33         
|           
|           
|           
|           
|           
|           
|           
|           
|           
|34         
|           
|           
|           
|           
|           
|           
|           
|           
|           
|35         
|           
|           
|           
|           
|           
|           
|           
|           
|99.1       
|           
|99.2       
|           
|99.3       
|           
|99.4       



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: March 31, 2017 |                               |                                                                                          













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).                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|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).