Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 Sample Contracts

SECOND AMENDED AND RESTATED SERVICING AGREEMENT
Servicing Agreement • November 5th, 2021 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York
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BANK OF AMERICA, NATIONAL ASSOCIATION, Master Servicer and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Primary Servicer PRIMARY SERVICING AGREEMENT Dated as of July 1, 2012 Morgan Stanley Bank of America Merrill Lynch Trust...
Primary Servicing Agreement • October 18th, 2012 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York

This is a Primary Servicing Agreement (the “Agreement”), dated as of July 1, 2012, by and between BANK OF AMERICA, NATIONAL ASSOCIATION, having an office at 900 West Trade Street, Suite 650, NC1-026-06-01, Charlotte, North Carolina 28255 and its successors and assigns (the “Master Servicer”) and MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, having an office at 10851 Mastin, Suite 300, Overland Park, Kansas 66210 (the “Primary Servicer”).

MORGAN STANLEY CAPITAL I INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2012-C5 UNDERWRITING AGREEMENT July 13, 2012
Underwriting Agreement • July 30th, 2012 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York
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, U.S. BANK NATIONAL...
Distribution Instructions • October 18th, 2012 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York

THIS POOLING AND SERVICING AGREEMENT is dated as of July 1, 2012 (this “Agreement”) between MORGAN STANLEY CAPITAL I INC., a Delaware corporation, as depositor (the “Depositor”), BANK OF AMERICA, NATIONAL ASSOCIATION, as master servicer (the “Master Servicer”), MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as special servicer (the “Special Servicer”), SITUS HOLDINGS, LLC, as trust advisor (the “Trust Advisor”), U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”), certificate administrator (in such capacity, the “Certificate Administrator”), certificate registrar and authenticating agent, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as custodian (the “Custodian”).

MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • October 18th, 2012 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York

Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 13, 2012, between Bank of America, National Association (“Seller”) and Morgan Stanley Capital I Inc. (“Purchaser”).

MORTGAGE LOAN PURCHASE AGREEMENT between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and MORGAN STANLEY CAPITAL I INC. as Purchaser Dated as of July 13, 2012
Pooling and Servicing Agreement • October 18th, 2012 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York

Mortgage Loan Purchase Agreement (“Agreement”), dated as of July 13, 2012, between Morgan Stanley Mortgage Capital Holdings LLC (“Seller”) and Morgan Stanley Capital I Inc. (“Purchaser”).

Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2012-C5
Pooling and Servicing                                   Agreement • March 29th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

(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.

CERTIFICATION
Pooling and Servicing Agreement • March 31st, 2015 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities
Annual Statement of Compliance Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5
Pooling and Servicing Agreement • March 26th, 2020 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

Re: The Pooling and Servicing Agreement (the “Agreement”) dated as of July 1, 2012 among 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

Annual Statement of Compliance Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5
Pooling and Servicing Agreement • March 31st, 2017 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

Re: The Pooling and Servicing Agreement (the “Agreement”) dated as of July 1, 2012 among 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

Annual Statement of Compliance Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5
Pooling and Servicing Agreement • March 27th, 2023 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

Re: The Pooling and Servicing Agreement (the “Agreement”) dated as of July 1, 2012 among 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

SUBSERVICING AGREEMENT
Subservicing Agreement • June 28th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities • New York
Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates,
Pooling and Servicing Agreement • October 7th, 2013 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

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).

Annual Statement of Compliance Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5
Pooling and Servicing Agreement • March 29th, 2019 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

Re: The Pooling and Servicing Agreement (the “Agreement”) dated as of July 1, 2012 among 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

the Pooling and Servicing Agreement dated as of July 1, 2012 (the "Pooling and Servicing
Pooling and Servicing Agreement • March 30th, 2016 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities
Annual Statement of Compliance Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5
Pooling and Servicing Agreement • April 2nd, 2018 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

Re: The Pooling and Servicing Agreement (the “Agreement”) dated as of July 1, 2012 among 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

CERTIFICATION
Pooling and Servicing Agreement • April 15th, 2014 • Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 • Asset-backed securities

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).

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