Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 10-K - EX-34 - 34.1 KEYBANK NATIONAL ASSOCIATION AS MASTER SERVICER - March 31, 2015

Attached files

file filename
EX-31 - 31 RULE 13A-14(D)/15D-14(D) CERTIFICATION - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C531_1_msc2012c5.htm
EX-33 - 33.1 KEYBANK NATIONAL ASSOCIATION AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C533_1_keyb_ms.htm
EX-34 - 34.5 U.S. BANK NATIONAL ASSOCIATION AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C534_5_usba_ca.htm
EX-34 - 34.2 MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C534_2_midl_ss.htm
EX-34 - 34.6 WELLS FARGO BANK, NATIONAL ASSOCIATION AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C534_6_welf_cus.htm
EX-35 - 35.2 MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C535_2_midl_ss_msc2012c5.htm
EX-35 - 35.1 KEYBANK NATIONAL ASSOCIATION AS MASTER SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C535_1_keyb_ms_msc2012c5.htm
EX-33 - 33.4 SITUS HOLDINGS, LLC AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C533_4_situ_ta.htm
EX-34 - 34.4 SITUS HOLDINGS, LLC AS TRUST ADVISOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C534_4_situ_ta.htm
EX-35 - 35.4 U.S. BANK NATIONAL ASSOCIATION AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C535_4_usba_ca_msc2012c5.htm
EX-34 - 33.6 WELLS FARGO BANK, NATIONAL ASSOCIATION AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C533_6_welf_cus.htm
EX-33 - 33.7 BERKADIA COMMERCIAL MORTGAGE LLC AS SERVICING FUNCTION PARTICIPANT - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C533_7_berk_sfp.htm
EX-33 - 33.5 U.S. BANK NATIONAL ASSOCIATION AS CERTIFICATE ADMINISTRATOR - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C533_5_usba_ca.htm
EX-35 - 35.5 WELLS FARGO BANK, NATIONAL ASSOCIATION AS CUSTODIAN - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C535_5_welf_cus_msc2012c5.htm
EX-33 - 33.2 MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION AS SPECIAL SERVICER - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C533_2_midl_ss.htm
EX-34 - 34.7 BERKADIA COMMERCIAL MORTGAGE LLC AS SERVICING FUNCTION PARTICIPANT - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C534_7_berk_sfp.htm
10-K - MORGAN STANLEY BANK OF AMERICA MERRILL LYNCH TRUST 2012-C5 FORM 10-K - Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5msc2012c5_10k_32015.htm

1
A member firm of Ernst & Young Global Limited
Ernst & Young LLP
Suite 1800
950 Main Avenue
Cleveland, OH 44113-7214
Tel: +1 216 861 5000
Fax: +1 216 583 2013
ey.com
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholder
KeyBank National Association
We have examined management's assertion, included in the accompanying Management's Assertion on
Compliance with Regulation AB Criteria, that KeyBank National Association, as successor by merger to
KeyCorp Real Estate Capital Markets, Inc., (the Company) complied with the servicing criteria set forth in Item
1122(d) of the Securities and Exchange Commission's Regulation AB for the commercial real estate mortgage
loans platform (the Platform), except for the instances of material noncompliance described therein, as of and
for the year ended December 31, 2014, and except for Items 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii) and
1122(d)(3)(iv), which the Company has determined are not applicable to the activities performed by them with
respect to the Platform covered by this report. Refer to Attachment A of management's assertion for the asset
backed transactions covered by this Platform. Management is responsible for the Company's compliance with
those servicing criteria. Our responsibility is to express an opinion on management's assertion about the
Company's compliance with the servicing criteria based on our examination.
Our examination disclosed the following material noncompliance with servicing criteria set forth in Item
1122(d)(4)(xv) applicable to the Company during the year ended December 31, 2014. For this servicing
criteria, we tested a sample of 19 loans which represented 10% of all loans that had external enhancement. We
identified 6 loans in which the letters of credit, representing the external enhancements, were not transferred to
the Company and therefore represent exceptions. The noncompliance in Item 1122(d)(4)(xv) related to a
servicing portfolio acquired by the Company during the previous year where the beneficiary of credit
enhancements was not updated subsequent to acquisition.
Our examination was conducted in accordance with attestation standards established by the American Institute
of Certified Public Accountants, as adopted by 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 and performing such other procedures as we considered necessary in the
circumstances. Our examination included testing of less than all of the individual asset-backed transactions and
securities that comprise the Platform, testing of less than all of the servicing activities related to the Platform
and determining whether the Company processed those selected transactions and performed those selected
activities in compliance with the servicing criteria. Furthermore, our procedures were limited to the selected
transactions and servicing activities performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred either prior to or subsequent to
our tests that may have affected the balances or amounts calculated or reported by the Company during the
period covered by this report for the selected transactions or any other transactions. Although the Company is
responsible for assessing compliance with Item 1122(d)(1)(iii) of Regulation AB, there were no servicing
activities performed by the Company during the year ended December 31, 2014 that required these servicing
criteria to be complied with. 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 servicing criteria.
2
A member firm of Ernst & Young Global Limited
The information in Management's Assertion on Compliance with Regulation AB Criteria Attachment B, under
the subheading Remediation is presented by the Company for information purposes. Such information has not
been subjected to the procedures applied in our examination of management's assertion as described above and
accordingly, we express no opinion on it.
In our opinion, except for the material noncompliance described in the second paragraph, the Company
complied, in all material respects, with the aforementioned servicing criteria as of and for the year ended
December 31, 2014.
/s/ Ernst & Young LLP
Cleveland, OH
March 13, 2015