the Pooling and Servicing Agreement dated as of July 1, 2012 (the "Pooling and Servicing
CERTIFICATION
Re:
Xxxxxx Xxxxxxx Bank of America Xxxxxxx Xxxxx 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, Xxxxxx Xxx, 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 Xxxxxx Xxxxxxx Bank
of America Xxxxxxx Xxxxx 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 servicer(s) 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 Certificate Administrator
Xxxxx 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
Situs Holdings, LLC, as Trust Advisor
Berkadia Commercial Mortgage LLC, as Primary Servicer
2
Midland Loan Services, a Division of PNC Bank, National Association, as
Primary Servicer
SOX Certification - MSBAM 2012-C5
Date: March 30, 2016
By /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: President
