Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 10-K - 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 - 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-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-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 - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5ex331midland_pserv.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



Board of Managers
Berkadia Commercial Mortgage LLC

We have examined management's assertion, included in the accompanying Report on Assessment of
Compliance with SEC Regulation AB Servicing Criteria as Primary Servicer ("Management's
Report"), that Berkadia Commercial Mortgage LLC (the "Company") complied with the servicing
criteria set forth in Item 1122(d) of the U.S. Securities and Exchange Commission's Regulation AB
for the Primary Servicing Platform (the "Platform") as of and for the year ended December 31, 2012,
excluding criteria 1122(d)(1)(iii), (3)(i)(c), (4)(ii), (4)(vii), and (4)(xv), which management has
determined are not applicable to the activities performed by the Company with respect to the
Platform. The Platform consists of the publicly issued asset-backed transactions and securities issued
since January 1, 2006 (effective date of Regulation AB) for which the Company is named as Primary
Servicer. Management is responsible for the Company's compliance with the servicing criteria. Our
responsibility is to express an opinion on management's assertion about the Company's compliance
with the applicable servicing criteria for the Platform based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting
Oversight Board (United States) and, accordingly, included examining, on a test basis, evidence about
the Company's compliance with the applicable servicing criteria for the Platform and performing such
other procedures as we considered necessary in the circumstances. Our examination included testing
selected asset-backed transactions and securities constituting the Platform and evaluating whether the
Company performed servicing activities related to those transactions and securities in compliance with
the applicable servicing criteria for the period covered by this report. Accordingly, our testing may not
have included servicing activities related to each asset-backed transaction or security constituting the
Platform. Further, our examination was not designed to detect material noncompliance that may have
occurred prior to the period covered by this report and that may have affected the Company's servicing
activities during the period covered by this report. We believe that our examination provides a
reasonable basis for our opinion. Our examination does not provide a legal determination on the
Company's compliance with the applicable servicing criteria.
As described in Management's Report, the Company engaged various vendors to perform servicing
activities with respect to criteria 1122(d)(4)(i) and (4)(xi) through (4)(xiii). The Company determined
that each vendor is not considered a "servicer," as that term is defined in Item 1101(j) of Regulation
AB, and therefore, the Company is assuming responsibility for compliance with such servicing
criteria applicable to each vendor's servicing activities. In accordance with Regulation AB and its
related interpretations, the requirement for management to assess compliance with the servicing
criteria applicable to a vendor's activities is satisfied if the Company has instituted policies and
procedures to monitor whether such vendor's activities comply in all material respects with such
criteria. Compliance with the applicable servicing criteria is achieved if those policies and procedures
are designed to provide reasonable assurance that such vendor's activities comply with such criteria
are designed to provide reasonable assurance that such vendor's activities comply with such criteria
and those policies and procedures are operating effectively for the period covered by Management's
Report. Our examination does not provide a legal determination of whether a vendor is or is not
considered a servicer and, therefore, on whether the Company, in its Management Report, is eligible to
elect to take responsibility for assessing compliance with the servicing criteria applicable to each
vendor's servicing activities.