Morgan Stanley Bank of America Merrill Lynch Trust 2012-C5 - FORM 8-K - October 7, 2013

mortgage-backed securities rated by Moody's, S&P, Fitch and Morningstar. Moody's does not assign specific ratings
to servicers. KeyBank is on S&P's Select Servicer list as a U.S. Commercial Mortgage Master Servicer and as a U.S.
Commercial Mortgage Special Servicer and Primary Servicer, and S&P has assigned to KeyBank the rating of
"Strong" as a master servicer, primary servicer and special servicer. Fitch has assigned to KeyBank the ratings of
"CMS1" as a master servicer, "CPS1" as a primary servicer, and "CSS2+" as special servicer. Morningstar has
assigned KeyBank the rankings of "MOR CS1" as master servicer, primary servicer, and special servicer. S&P's,
Fitch's and Morningstar's ratings of a servicer are based on an examination of many factors, including the servicer's
financial condition, management team, organizational structure and operating history.
primary servicing functions with respect to the underlying mortgage loans. KeyBank, as the special servicer is
generally responsible for special servicing functions with respect to the underlying mortgage loans. KeyBank, as
the master servicer, will be permitted to appoint one or more sub-servicers to perform all or any portion of its
primary servicing functions under the Pooling and Servicing Agreement pursuant to one or more sub-servicing
agreements. Additionally, KeyBank may from time to time perform some of its servicing obligations under the
pooling and servicing agreement through one or more third-party vendors that provide servicing functions such as
appraisals, environmental assessments, property condition assessments, property management, real estate
brokerage services and other services necessary in the routine course of acquiring, managing and disposing of REO
property. KeyBank will, in accordance with its internal procedures and applicable law, monitor and review the
performance of any third-party vendors retained by it to perform servicing functions, and KeyBank will remain
liable for its servicing obligations under the pooling and servicing agreement as if KeyBank had not retained any
such vendors.