Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 10-K - EX-33 - EXHIBIT 33.1 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - March 29, 2013

Attached files

file filename
EX-31 - EXHIBIT 31.1 CERTIFICATION - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex31.htm
EX-33 - EXHIBIT 33.6 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex336wf_cust.htm
EX-35 - EXHIBIT 35.2 SERVICER COMPLIANCE STATEMENT OF BANK OF AMERICA, NATIONAL ASSOCIATION, AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex352bana_mserv.htm
EX-33 - EXHIBIT 33.2 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR BANK OF AMERICA, NATIONAL ASSOCIATION, AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex332bana_mserv.htm
EX-34 - EXHIBIT 34.2 ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO BANK OF AMERICA, NATIONAL ASSOCIATION, AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex342bana_mserv.htm
EX-33 - EXHIBIT 33.4 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR SITUS HOLDINGS, LLC, AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex334situs_tradv.htm
EX-35 - EXHIBIT 35.4 SERVICER COMPLIANCE STATEMENT OF SITUS HOLDINGS, LLC, AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex354situs_tradv.htm
EX-34 - EXHIBIT 34.4 ATTESTATION REPORT OF GRANT THORNTON LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO SITUS HOLDINGS, LLC, AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex344situs_tradv.htm
EX-34 - EXHIBIT 34.1 ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex341midland_pserv.htm
EX-33 - EXHIBIT 33.3 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex333midland_sserv.htm
EX-35 - EXHIBIT 35.6 SERVICER COMPLIANCE STATEMENT OF WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex356wf_cust.htm
EX-34 - EXHIBIT 34.3 ATTESTATION REPORT OF PRICEWATERHOUSECOOPERS LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex343midland_sserv.htm
EX-35 - EXHIBIT 35.1 SERVICER COMPLIANCE STATEMENT OF MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex351midland_pserv.htm
EX-34 - EXHIBIT 34.7 ATTESTATION REPORT OF GRANT THORNTON LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO BERKADIA COMMERCIAL MORTGAGE LLC, AS SERVICING FUNCTION PARTICIPANT - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex347berk_servpart.htm
EX-33 - EXHIBIT 33.7 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR BERKADIA COMMERCIAL MORTGAGE LLC, AS SERVICING FUNCTION PARTICIPANT - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex337berk_servpart.htm
EX-35 - EXHIBIT 35.3 SERVICER COMPLIANCE STATEMENT OF MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, AS PRIMARY SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex353midland_sserv.htm
EX-33 - EXHIBIT 33.5 REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex335usb_certadmin.htm
EX-34 - EXHIBIT 34.5 ATTESTATION REPORT OF ERNST & YOUNG LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex345usb_certadmin.htm
EX-35 - EXHIBIT 35.5 SERVICER COMPLIANCE STATEMENT OF U.S. BANK NATIONAL ASSOCIATION, AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex355usb_certadmin.htm
10-K - MSBAM 2012-C5 FORM 10-K 2012 - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5form10kmsbam2012c5.htm
EX-34 - EXHIBIT 34.6 ATTESTATION REPORT OF KPMG LLP ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA RELATING TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex346wf_cust.htm

Midland Loan Services ("Midland"), a division of PNC Bank, National Association, is responsible for
assessing compliance with the applicable servicing criteria set forth in Item 1122(d) of Regulation AB of the
Securities and Exchange Commission ("Regulation AB"), as set forth in Appendix A hereto, relating to its
role in the servicing of commercial mortgage-backed securities transactions.

Midland has assessed its compliance with the applicable servicing criteria as of and for the year ended
December 31, 2012 (the "Reporting Period"). In making this assessment, Midland used the criteria set forth
by the Securities and Exchange Commission ("SEC") in Item 1122(d) of Regulation AB. This report covers
the commercial mortgage-backed securities transactions (the "Platform").

Midland engaged certain vendors, which are not servicers as defined in item 1101(j) of Regulation AB
(the "Vendors"), to perform specific, limited or scripted activities related to portions of the servicing
criteria as set forth in Appendix A. Midland elects to take responsibility for assessing compliance with the
servicing criteria or portion of the servicing criteria applicable to such Vendors' activities as set forth in
Appendix A. Midland has not identified and is not aware of any material instances of noncompliance by
the Vendors with the applicable servicing criteria as of December 31, 2012 and for the Reporting Period
with respect to the Platform taken as a whole, nor has it identified any material deficiencies in its policies
and procedures to monitor the compliance by the Vendors with the applicable servicing criteria as of
December 31, 2012 and for the Reporting Period with respect to the Platform taken as a whole.

Based on this assessment, Midland believes that, as of and for the year ended December 31, 2012,
Midland has complied in all material respects with the servicing criteria set forth in Item 1122(d) of
Regulation AB relating to its role in the servicing of commercial mortgage- backed securities
transactions.

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has issued an attestation
report on Midland's assessment of compliance with the applicable servicing criteria as of and for the year
ended December 31, 2012.

MIDLAND LOAN SERVICES
a division of PNC Bank, National Association



/s/ Steven W. Smith                                              /s/ Bradley J. Hauger             

Steven W. Smith                                                   Bradley J. Hauger
Executive Vice President                                        Senior Vice President

Date: March 1, 2013