Attached files
CERTIFICATION
Re:
Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5, Commercial
Mortgage Pass-Through Certificates, Series 2012-C5 (the "Transaction"), issued pursuant to
the Pooling and Servicing Agreement dated as of July 1, 2012 (the "Pooling and Servicing
Agreement"), executed in connection with the Transaction (capitalized terms used but not
defined herein have the meanings set forth in the Pooling and Servicing Agreement).
__________________________________________
I, Kevin Ng, certify that:
1.
I have reviewed this report on Form 10-K and all reports on Form 10-D required
to be filed in respect of the period covered by this report on Form 10-K of Morgan Stanley Bank
of America Merrill Lynch Trust 2012-C5 (the "Exchange Act periodic reports");
2.
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do
not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3.
Based on my knowledge, all of the distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report is included in the
Exchange Act periodic reports;
4.
Based on my knowledge and the servicer compliance statement(s) required in this
report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic
reports, the servicers have fulfilled their obligations under the servicing agreement(s) in all
material respects; and
5.
All of the reports on assessment of compliance with servicing criteria for asset-
backed securities and their related attestation reports on assessment of compliance with servicing
criteria for asset-backed securities required to be included in this report in accordance with Item
1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to this report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me
by the following unaffiliated parties:
• U.S. Bank National Association, as trustee and certificate administrator
• Wells Fargo Bank, National Association, as custodian
• KeyBank National Association, as master servicer
• Midland Loan Services, a Division of PNC Bank, National Association, as
special servicer and as primary servicer
• Situs Holdings, LLC, as trust advisor
• Berkadia Commercial Mortgage LLC, as a sub-servicer
2
Date: March 25, 2015
By /s/ Kevin Ng
Name: Kevin Ng
Title: President
(senior officer in charge of securitization of the Depositor)