FWP 1 morgan-stanley.htm Unassociated Document
 
  FREE WRITING PROSPECTUS
  Filed Pursuant to Rule 433
  Registration Statement No. 333-167764 and No. 333-167764-02
 
  
(morgan stanley logo)   (bank of america merrill lynch logo)
 
MSC 2012-C4
 
Free Writing Prospectus
Structural and Collateral Term Sheet
 
$1,098,695,600
 
(Approximate Total Mortgage Pool Balance)
 
$880,329,000
 
(Approximate Offered Certificates)
 
Morgan Stanley Capital I Inc.
 
as Depositor
 
Morgan Stanley Mortgage Capital Holdings LLC
Bank of America, National Association
 
as Sponsors and Mortgage Loan Sellers
 

 
Commercial Mortgage Pass-Through Certificates
Series 2012-C4
 

 
March 5, 2012
 
MORGAN STANLEY
                                                                                BofA MERRILL LYNCH
   
Co-Lead Bookrunning Manager
                                                                                Co-Lead Bookrunning Manager
   
 
STATEMENT REGARDING THIS FREE WRITING PROSPECTUS
 
The depositor has filed a registration statement (including a prospectus) with the SEC (File Number 333-167764) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 or by email to prospectus@ms.com.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. It was prepared by Morgan Stanley and BofA Merrill Lynch sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
 
 

 
 
IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS
 
Any legends, disclaimers or other notices that may appear at the bottom of, or attached to, the email communication to which this material may have been attached are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another email system.
 
IMPORTANT NOTICE REGARDING THE CONDITIONS FOR THIS OFFERING OF ASSET-BACKED SECURITIES
 
THE ASSET-BACKED SECURITIES REFERRED TO IN THESE MATERIALS ARE BEING OFFERED WHEN, AS AND IF ISSUED.  IN PARTICULAR, YOU ARE ADVISED THAT THE ASSET-BACKED SECURITIES, AND THE ASSET POOL BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING, AMONG OTHER THINGS, THE POSSIBILITY THAT ONE OR MORE CLASSES OF SECURITIES MAY BE SPLIT, COMBINED OR ELIMINATED), AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS.  AS A RESULT, YOU MAY COMMIT TO PURCHASE SECURITIES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND YOU ARE ADVISED THAT ALL OR A PORTION OF THE SECURITIES MAY NOT BE ISSUED THAT HAVE THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS.  OUR OBLIGATION TO SELL SECURITIES TO YOU IS CONDITIONED ON THE SECURITIES AND THE UNDERLYING TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS.  IF WE DETERMINE THAT THE FORGOING CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, WE WILL NOTIFY YOU, AND NEITHER THE ISSUING ENTITY NOR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO YOU TO DELIVER ALL OR ANY PORTION OF THE SECURITIES WHICH YOU HAVE COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN US AS A CONSEQUENCE OF THE NON-DELIVERY.
 
IMPORTANT INFORMATION AND IRS CIRCULAR 230 NOTICE
 
THIS MATERIAL HAS BEEN PREPARED FOR INFORMATION PURPOSES TO SUPPORT THE PROMOTION OR MARKETING OF THE TRANSACTION OR MATTERS ADDRESSED HEREIN. THIS IS NOT A RESEARCH REPORT AND WAS NOT PREPARED BY THE MORGAN STANLEY OR BOFA MERRILL LYNCH RESEARCH DEPARTMENTS. IT WAS PREPARED BY MORGAN STANLEY AND BOFA MERRILL LYNCH SALES, TRADING, BANKING OR OTHER NON-RESEARCH PERSONNEL. THIS TERM SHEET WAS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY ANY TAXPAYER, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE TAXPAYER UNDER U.S. FEDERAL TAX LAWS. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR. PLEASE SEE ADDITIONAL IMPORTANT INFORMATION AND QUALIFICATIONS AT THE END OF THIS TERM SHEET.
 
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. It was prepared by Morgan Stanley and BofA Merrill Lynch sales, trading, banking or other non-research personnel. This Term Sheet was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
 
T-1

 
 
MSC 2012-C4 Certificates
 
Offered Certificates
 
                 
 Class
Expected Ratings
(DBRS/KBRA/Moody’s)(1)
Approximate Initial Certificate Balance(2)
Approximate Initial Credit Support(3)
Pass-Through
Rate
Description
Expected Weighted Average Life (Years)(5)
Principal
Window
(Months)(5)
Certificate Principal UW
NOI Debt
Yield(6)
Certificate
Principal
to Value
Ratio(7)
 Class A-1
AAA(sf)/AAA(sf)/Aaa(sf)
$65,086,000
 30.000%
Fixed
2.38
1-53
 18.1%
 40.9%
 Class A-2
AAA(sf)/AAA(sf)/Aaa(sf)
$244,709,000
 30.000%
Fixed
4.68
53-60
 18.1%
 40.9%
 Class A-3
AAA(sf)/AAA(sf)/Aaa(sf)
$75,630,000
 30.000%
Fixed
7.31
60-113
 18.1%
 40.9%
 Class A-4
AAA(sf)/AAA(sf)/Aaa(sf)
$383,661,000
 30.000%
Fixed
9.72
113-120
 18.1%
 40.9%
 Class A-S
AAA(sf)/AAA(sf)/Aaa(sf)
$111,243,000
 19.875%
Fixed
9.96
120-120
 15.9%
 46.8%
 
Privately Offered Certificates(8)
 
                 
 Class
 Expected Ratings
(DBRS/KBRA/Moody’s)(1)
Approximate Initial
Certificate Balance or
Notional Amount(2)
Approximate
Initial Credit
Support(3)
Pass-Through
Rate
Description
Expected
Weighted
Average Life
(Years)(5)
Principal
Window
(Months)(5)
Certificate
Principal UW
NOI Debt
Yield(6)
Certificate
Principal
to Value
Ratio(7)
 Class X-A
AAA(sf)/AAA(sf)/Aaa(sf)
$880,329,000(9)
NAP
Variable(10)
NAP
NAP
NAP
NAP
 Class X-B
AAA(sf)/NR/Ba3(sf)
$218,366,600(9)
NAP
Variable(10)
NAP
NAP
NAP
NAP
 Class B
AA(sf)/AA(sf)/Aa2(sf)
$50,815,000
 15.250%
(4)
9.96
120-120
 15.0%
 49.5%
 Class C
A(sf)/A(sf)/A2(sf)
$37,081,000
 11.875%
(4)
9.96
120-120
 14.4%
 51.5%
 Class D
BBB(high)(sf)/BBB+(sf)/Baa1(sf)
$24,721,000
 9.625%
(4)
9.96
120-120
 14.1%
 52.8%
 Class E
BBB(low)(sf)/BBB-(sf)/Baa3(sf)
$39,827,000
 6.000%
(4)
9.96
120-120
 13.5%
 54.9%
 Class F
BB(sf)/BB(sf)/Ba2(sf)
$17,854,000
 4.375%
Fixed
9.96
120-120
 13.3%
 55.8%
 Class G
B(sf)/B(sf)/B2(sf)
$19,227,000
 2.625%
Fixed
9.96
120-120
 13.0%
 56.9%
 Class H(11)
NR/NR/NR
$28,841,600
0.000%
Fixed
9.96
120-120
 12.7%
 58.4%
 

(1)
Ratings shown are those of DBRS, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc. Certain nationally recognized statistical rating organizations that were not hired by the depositor may use information they receive pursuant to Rule 17g-5 under the Securities Exchange Act of 1934, as amended, to rate the certificates. There can be no assurance as to what ratings a non-hired nationally recognized statistical rating organization would assign. See “Risk Factors—Ratings of the Offered Certificates Do Not Represent Any Assessment of the Yield to Maturity That a Certificateholder May Experience and Such Ratings May Be Reviewed, Revised, Suspended, Downgraded, Qualified or Withdrawn By the Applicable Rating Agency” and “Ratings” in the other free writing prospectus, dated March 5, 2012 (the “Free Writing Prospectus”) to which the prospectus dated March 2, 2012 (the “Prospectus”) is attached as Exhibit A. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Free Writing Prospectus.
 
(2)
The certificate principal balances and notional amounts are approximate and on the closing date may vary by up to 5%. Mortgage loans may be removed from or added to the mortgage pool prior to the closing date within the same maximum permitted variance. Any reduction or increase in the aggregate principal balance of mortgage loans within these parameters will result in changes to the initial certificate principal balance or notional amount of each class of certificates and to the other statistical data contained herein and in the Free Writing Prospectus.
 
(3)
The percentages indicated under the column “Approximate Initial Credit Support” with respect to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates represent the approximate credit support for the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates in the aggregate.
 
(4)
The subject certificates will, at all times, accrue interest at a per annum rate equal to (i) a fixed rate, (ii) a fixed rate subject to a cap equal to the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve (12) 30-day months) or (iii) a rate equal to the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve (12) 30-day months) less a specified percentage, which percentage may be zero.
 
(5)
The principal window is expressed in months following the closing date and reflects the period during which distributions of principal would be received under the assumptions set forth in the following sentence. The expected weighted average life and principal window figures set forth above are based on the following assumptions, among others: (i) no defaults or subsequent losses on the underlying mortgage loans; (ii) no extensions of maturity dates of mortgage loans that do not have “anticipated repayment dates”; (iii) payment in full on the stated maturity date, or in the case of each mortgage loan having an anticipated repayment date, on the anticipated repayment date; and (iv) no prepayments of the mortgage loans prior to maturity or, in the case of a mortgage loan having an anticipated repayment date, prior to such anticipated repayment date. See the structuring assumptions set forth under “Yield, Prepayment and Maturity Consideration—Weighted Average Life” in the Free Writing Prospectus.
 
(6)
Certificate Principal UW NOI Debt Yield for any class of principal balance certificates is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial certificate principal balance of all the principal balance certificates, and the denominator of which is the total initial certificate principal balance of the subject class of principal balance certificates and all other classes, if any, that are senior to such class. The Certificate Principal UW NOI Debt Yields of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
 
(7)
Certificate Principal to Value Ratio for any class of principal balance certificates is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio of the mortgage pool, multiplied by (b) a fraction, the numerator of which is the total initial certificate principal balance of the subject class of principal balance certificates and all other classes, if any, that are senior to such class, and the denominator of which is the total initial certificate principal balance of all the principal balance certificates. The Certificate Principal to Value Ratios of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates are calculated in the aggregate for those classes as if they were a single class.
 
(Footnotes continued on next page)
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-2

 
 
MSC 2012-C4 Certificates
 
(8)
Not offered pursuant to the Prospectus, the Free Writing Prospectus or this term sheet. Information provided in this term sheet regarding the characteristics of the certificates is provided only to enhance your understanding of the offered certificates.
 
(9)
The Class X-A and Class X-B Certificates will not have certificate principal balances and will not be entitled to receive distributions of principal. Interest will accrue on the Class X-A and Class X-B Certificates at their respective pass-through rates based upon their respective notional amounts. The notional amount of the Class X-A Certificates will equal the aggregate certificate principal balance of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S Certificates outstanding from time to time. The notional amount of the Class X-B Certificates will equal the aggregate certificate principal balance of the Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates outstanding from time to time.
 
(10)
The pass-through rate on the Class X-A Certificates will generally be equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S Certificates as described in the Free Writing Prospectus. The pass-through rate on the Class X-B Certificates will generally be equal to the excess, if any, of (i) the weighted average of the net interest rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (ii) the weighted average of the pass-through rates of the Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates as described in the Free Writing Prospectus.
 
(11)
Each Class H Certificate is an investment unit consisting of a REMIC regular interest and an undivided beneficial ownership interest in a grantor trust that holds an interest in certain excess interest in respect of mortgage loans having anticipated repayment dates.
 
The certificates also include the Class R Certificates, which do not have a certificate principal balance, notional amount, pass-through rate, rating or rated final distribution date.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-3

 
 
MSC 2012-C4
Issue Characteristics
 
Issue Characteristics
 
Offered Certificates:
 
$880,329,000 (approximate) monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates, consisting of five principal balance classes (Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S Certificates), offered pursuant to a registration statement filed with the SEC (File Number 333-167764)
     
Co-Lead Bookrunning
Managers:
 
Morgan Stanley & Co. LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated
     
Mortgage Loan Sellers:
 
Morgan Stanley Mortgage Capital Holdings LLC and Bank of America, National Association
     
Rating Agencies:
 
DBRS, Inc., Kroll Bond Rating Agency, Inc. and Moody’s Investors Service, Inc.
     
Master Servicer:
 
Bank of America, National Association
     
Special Servicer:
 
Midland Loan Services, a Division of PNC Bank, National Association
     
Trustee:
 
Wells Fargo Bank, National Association
     
Certificate Administrator/
Certificate Registrar:
 
Wells Fargo Bank, National Association
     
Trust Advisor:
 
Pacific Life Insurance Company
     
Initial Controlling Class
Representative:
 
BlackRock Financial Management Inc., as manager for one or more managed funds or accounts
     
Cut-off Date:
 
March 1, 2012. For purposes of the information contained in this term sheet (this “Term Sheet”), scheduled payments due in March 2012 with respect to mortgage loans not having payment dates on the first day of each month have been deemed received on March 1, 2012, not the actual day on which such scheduled payments were due.
     
Expected Pricing Date:
 
Week of March 5, 2012
     
Expected Closing Date:
 
On or about March 28, 2012
     
Determination Dates:
 
The 11th calendar day of each month (if the 11th calendar day is not a business day, the next succeeding business day), commencing in April 2012
     
Distribution Dates:
 
The 4th business day following the Determination Date in each month, commencing in April 2012
     
Rated Final Distribution Date:
 
The Distribution Date in March 2045
     
Interest Accrual Period:
 
Preceding calendar month
     
Payment Structure:
 
Sequential pay
     
Tax Treatment:
 
REMIC, except that the Class H Certificates also evidence an interest in a grantor trust
     
Optional Termination:
 
1.0% clean-up call
     
Minimum Denominations:
 
$25,000 for each class of Offered Certificates
     
Settlement Terms:
 
DTC, Euroclear and Clearstream
     
Legal/Regulatory Status:
 
Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S Certificates are expected to be eligible for exemptive relief under ERISA. No class of certificates is SMMEA eligible.
     
Analytics:
 
The certificate administrator will be required to make available all distribution date statements, CREFC reports and supplemental notices received by it to certain modeling
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-4

 
 
MSC 2012-C4
Issue Characteristics
 
   
financial services (i.e., BlackRock Financial Management, Inc., Bloomberg, L.P., Intex Solutions, Inc., Markit, CMBS.com, Inc. and Trepp LLC).
     
Bloomberg Ticker:
 
MSC 2012-C4 <MTGE><GO>
     
Risk Factors:
 
THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE “RISK FACTORS” SECTION OF THE FREE WRITING PROSPECTUS AND THE “RISK FACTORS” SECTION OF THE PROSPECTUS.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-5

 
 
MSC 2012-C4
Structural Overview
 
Structural Overview
 
Accrual:
 
Each class of Offered Certificates will accrue interest on a 30/360 basis.
     
Amount and Order of
Distributions:
 
On each distribution date, certificateholders will be entitled to receive distributions of interest and principal from funds received with respect to the mortgage loans and available for distribution. Funds available for distribution on the certificates will be net of excess interest, excess liquidation proceeds and specified trust expenses, including all advance reimbursements (with interest) and all servicing fees and expenses, certificate administrator fees (including trustee fees) and expenses, and trust advisor fees and expenses as set forth below. Distributions to certificateholders on each distribution date will be in an amount equal to each class’s interest and principal entitlement, subject to:
 
(i) payment of the respective interest entitlement for any other class of certificates bearing an earlier alphanumeric designation (except in respect of the distribution of interest among the Class A-1, Class A-2, Class A-3, Class A-4, Class X-A and Class X-B Certificates, which will have the same senior priority and be distributed pro rata);
 
(ii) if applicable, payment of the respective principal entitlement for the distribution date to the outstanding classes of principal balance certificates having an earlier alphanumeric designation (and, in the case of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, generally in that order, however, if the certificate principal balance of each class of principal balance certificates other than the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates has been reduced to zero as a result of the allocation of mortgage loan losses or trust advisor expenses to those certificates, or if the aggregate appraisal reduction equals or exceeds the aggregate certificate principal balance of the Class A-S through Class H Certificates, then on a pro rata basis among the holders of the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates) until the certificate principal balance of each such class has been reduced to zero; and
 
(iii) the allocation of trust advisor expenses, (a) first, to reduce payments of interest on the Class E, Class D, Class C and Class B Certificates, in that order, and (b) second, to reduce payments of principal on the Class E, Class D, Class C, Class B and Class A-S Certificates, in that order, and (c) third, to reduce payments of principal on the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates on a pro rata basis;
 
No trust advisor expenses (other than the trust advisor fee) will be allocated to or otherwise borne by the Control Eligible Certificates. As a result, none of the classes of Control Eligible Certificates will provide protection to the more senior classes of certificates for the purposes of allocating losses based on trust advisor expenses.
     
Interest and Principal
Entitlements:
 
Interest distributable on any class of certificates (other than the Class R Certificates) on any distribution date, with various adjustments described under “Description of the Offered Certificates—Distributions” in the Free Writing Prospectus, represents all unpaid interest accrued with respect to that class of certificates through the end of the interest accrual period that corresponds to that distribution date. Interest accrues with respect to the interest-bearing certificates on the basis of a 360-day year consisting of twelve 30-day months. Interest accrues with respect to each interest-bearing certificate during each interest accrual period at the applicable pass-through rate for, and on the certificate principal balance or notional amount, as applicable, of that certificate outstanding immediately prior to, the distribution date that corresponds to that interest accrual period. However, as described in “Description of the Offered Certificates—Distributions” in the Free Writing Prospectus, there are circumstances relating to the timing of prepayments in which a certificateholder’s interest entitlement for a distribution date could be less than one full month’s interest at the pass-through rate on the certificate’s principal balance or notional amount. In addition, the right of the master servicer, the special servicer and the trustee to reimbursement for payment of advances (with interest thereon), and the rights
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-6

 
 
MSC 2012-C4
Structural Overview
 
   
of such parties and of the certificate administrator and, subject to certain limitations, the trust advisor to the payments of compensation and reimbursement of certain costs and expenses will be prior to a certificateholder’s right to receive distributions of principal or interest. In addition, the right of the trust advisor to receive its fees and reimbursement of trust advisor expenses will be prior to the right of the holders of the Class B, Class C, Class D and Class E Certificates to receive payments of interest, and to the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-S, Class B, Class C, Class D and Class E Certificates to receive payments of principal. The Class R, Class X-A and Class X-B Certificates will not be entitled to principal distributions.
 
The amount of principal required to be distributed on the classes entitled to principal on a particular distribution date will, in general, be equal to the sum of: (i) the principal portion of all scheduled payments, other than balloon payments, to the extent received during the related collection period or advanced by the master servicer or other party (in accordance with the pooling and servicing agreement) in respect of such distribution date; (ii) all principal prepayments and the principal portion of balloon payments received during the related collection period; (iii) the principal portion of other collections on the mortgage loans received during the related collection period, for example liquidation proceeds, condemnation proceeds, insurance proceeds and income on “real estate owned”; and (iv) the principal portion of proceeds of mortgage loan repurchases received during the related collection period; subject, to certain adjustments described in the Free Writing Prospectus relating to the payment or reimbursement of nonrecoverable advances, workout-delayed reimbursement amounts and trust advisor expenses, and exclusive of any late collections of principal received during the related collection period for which there is an outstanding advance.
     
Servicing and Administration
Fees:
 
The master servicer and special servicer are entitled to a master servicing fee and a special servicing fee, respectively, payable from general collections on the mortgage loans. The master servicing fee for each distribution date is calculated based on the outstanding principal balance of each mortgage loan and REO mortgage loan at the master servicing fee rate, which ranges from 0.02% to 0.04% per annum. As of the cut-off date, the weighted average master servicing fee will be approximately 0.0206%. The special servicing fee for each distribution date is calculated based on the outstanding principal balance of each mortgage loan that is a specially serviced mortgage loan or as to which the related mortgaged property has become an REO property at the special servicing fee rate, which is equal to 0.25% per annum. Any primary servicing fee or sub-servicing fee will be paid by the master servicer or special servicer, as applicable, out of the fees described above. The master servicer and special servicer are also entitled to additional fees and amounts, including, without limitation, income on the amounts held in permitted investments. The special servicer will also be entitled to (i) liquidation fees generally equal to 1.0% of liquidation proceeds in respect of a specially serviced mortgage loan or REO property and (ii) workout fees generally equal to 1.0% of interest and principal payments made in respect of a rehabilitated mortgage loan, subject to a cap with respect to each such fee of $1,000,000 with respect to any mortgage loan or REO property and subject to certain adjustments and exceptions as described in the Free Writing Prospectus under “Servicing of the Mortgage Loans—The Special Servicer—Special Servicer Compensation.”  The trust advisor will be entitled to the trust advisor fee for each distribution date, calculated based on the outstanding principal balance of each mortgage loan at the trust advisor fee rate, which will equal 0.0020% per annum.
 
The certificate administrator fee for each distribution date is calculated on the outstanding principal balance of each mortgage loan at the certificate administrator fee rate, which is equal to 0.0042% per annum, and is payable out of general collections on the mortgage loans. The trustee fee for each distribution date is a portion of the certificate administrator fee. Each of the master servicing fee, the special servicing fee, the trust advisor fee and the certificate administrator fee will be calculated on the same interest accrual basis as is interest on the related mortgage loan and will be prorated for any partial period.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-7

 
 
MSC 2012-C4
Structural Overview
 
   
The administrative fee rate will be the sum of the master servicing fee rate, the trust advisor fee rate and the certificate administrator fee rate, and is set forth for each mortgage loan on Appendix I to the Free Writing Prospectus.
     
Prepayment Premiums/Yield
Maintenance Charges:
 
On any distribution date, prepayment premiums or yield maintenance charges collected in respect of each mortgage loan during the related collection period will be distributed by the certificate administrator on the classes of certificates as follows: to the holders of each class of principal balance certificates (exclusive of the Control Eligible Certificates) then entitled to distributions of principal on such distribution date, an amount equal to the product of (a) a fraction, the numerator of which is the amount distributed as principal to the holders of that class on that distribution date, and the denominator of which is the total amount distributed as principal to the holders of all classes of principal balance certificates on that distribution date, (b) the Base Interest Fraction for the related principal prepayment and that class and (c) the amount of the prepayment premium or yield maintenance charge collected in respect of such principal prepayment during the one month period ending on the related determination date. Any prepayment premiums or yield maintenance charges relating to the mortgage loans collected during the related collection period and remaining after those distributions described above (as to the applicable distribution date, the “Class X YM Distribution Amount”) will be distributed to the holders of the Class X-A and Class X-B Certificates, as follows: first, to holders of the Class X-A Certificates in an amount equal to the product of (a) a fraction, the numerator of which is the total amount of principal distributed with respect to the Class A-1, Class A-2, Class A-3, Class A-4 and Class A-S Certificates on the applicable distribution date, and the denominator of which is the total principal distributed with respect to the principal balance certificates on the applicable distribution date, multiplied by (b) the Class X YM Distribution Amount for the applicable distribution date; and second, to the holders of the Class X-B Certificates in an amount equal to the portion of the Class X YM Distribution Amount remaining after the distributions to the holders of the Class X-A Certificates.
 
The “Base Interest Fraction”, with respect to any principal prepayment of any mortgage loan that provides for payment of a prepayment premium or yield maintenance charge, and with respect to any class of principal balance certificates, is a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the pass-through rate on that class of certificates and (ii) the applicable discount rate and (B) whose denominator is the difference between (i) the mortgage interest rate on the related mortgage loan and (ii) the applicable discount rate; provided, however, that under no circumstances will the Base Interest Fraction be greater than one. If the discount rate referred to above is greater than or equal to the mortgage interest rate on the related mortgage loan, then the Base Interest Fraction will equal zero; provided, however, that if the discount rate referred to above is greater than or equal to the mortgage interest rate on the related mortgage loan, but is less than the pass-through rate on that class, then the Base Interest Fraction shall be equal to 1.0.
 
Consistent with the foregoing, the Base Interest Fraction is equal to:
 
      (Pass-Through Rate – Discount Rate)  
     
    (Mortgage Rate – Discount Rate)
     
   
No prepayment premiums or yield maintenance charges will be distributed to holders of the Control Eligible Certificates or the Class R Certificates.
     
Servicing Advances:
 
Subject to a recoverability determination described in the Free Writing Prospectus, the master servicer and/or the trustee may make servicing advances to pay delinquent real estate taxes, insurance premiums and similar expenses necessary to protect, lease, manage and maintain the mortgaged property, to maintain the lien on the mortgaged property or to enforce the mortgage loan documents. In addition, the special servicer may, but is not required to, make servicing advances on an emergency basis.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-8

 
 
MSC 2012-C4
Structural Overview
 
Collateral Support
Deficits:
 
On each distribution date, immediately following the distributions made to the certificateholders on that date, the certificate administrator will be required to calculate the amount, if any, by which (1) the aggregate stated principal balance of the mortgage loans, including any mortgage loans as to which the related mortgaged properties have become REO properties, expected to be outstanding immediately following that distribution date, is less than (2) the aggregate certificate principal balance of the principal balance certificates after giving effect to distributions of principal on that distribution date and the allocation of any excess trust advisor expenses to reduce the certificate principal balances of the principal balance certificates that are not Control Eligible Certificates on that distribution date (any such deficit, a “Collateral Support Deficit”).
 
On each distribution date, the certificate administrator will be required to allocate any Collateral Support Deficit to the respective classes of principal balance certificates in the following order:  to the Class H Certificates, Class G Certificates, Class F Certificates, Class E Certificates, Class D Certificates, Class C Certificates, Class B Certificates and Class A-S Certificates, in each case in respect of and until the remaining certificate principal balance of that class of certificates has been reduced to zero. Following the reduction of the certificate principal balances of all such classes of subordinate certificates to zero, the certificate administrator will be required to allocate the Collateral Support Deficit to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificates, pro rata (based upon their respective certificate principal balances), until the remaining certificate principal balances of those classes of certificates have been reduced to zero. Any Collateral Support Deficit allocated to a class of certificates will be allocated to the respective certificates of such class in proportion to the Percentage Interests evidenced by the respective certificates.
     
Appraisal Reductions:
 
The occurrence of certain adverse events affecting a mortgage loan (“Appraisal Events”) will require the special servicer to obtain a new appraisal or other valuation of the related mortgaged property. In general, if the principal amount of a mortgage loan plus all other amounts due under the mortgage loan and interest on advances made with respect to the mortgage loan exceeds 90% of the value of the mortgaged property determined by an appraisal or other valuation, an appraisal reduction may be created in the amount of the excess as described in the Free Writing Prospectus. Notwithstanding the foregoing, if an appraisal is required to be obtained in accordance with the pooling and servicing agreement but is not obtained within one hundred twenty (120) days following the applicable Appraisal Event, then, until such appraisal is obtained and solely for purposes of determining the amounts of P&I advances, the appraisal reduction will equal 25% of the stated principal balance of the related mortgage loan; provided that, upon receipt of an appraisal, the appraisal reduction for such mortgage loan will be recalculated generally in accordance with the preceding sentence.
 
If an appraisal reduction exists for any mortgage loan, the interest portion of the amount required to be advanced on that mortgage loan will be reduced in the same proportion that the appraisal reduction bears to the stated principal balance of that mortgage loan. This will reduce the funds available to pay interest on the most subordinate class or classes of certificates then outstanding.
 
If there are any A/B whole loans or loan pairs included in the mortgage pool, any appraisal reduction will be calculated in respect of such A/B whole loan or loan pair taken as a whole. With respect to an A/B whole loan, any such appraisal reduction will be allocated first to the related B note and then to the related A note. With respect to a loan pair, any such appraisal reduction will be allocated between the mortgage loan and the related serviced companion loan on a pro rata basis by unpaid principal balance.
 
For a discussion of how Appraisal Reductions are calculated and allocated, see “Description of the Offered Certificates—Appraisal Reductions” in the Free Writing Prospectus.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-9

 
 
MSC 2012-C4
Structural Overview
 
Control Rights:
 
Subject to the limitations described below under “Subordinate Debt Control Rights” in respect of any A/B whole loans or loan pairs, during any Subordinate Control Period, the controlling class representative will have certain consent and consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Subordinate Control Period” means any period when the aggregate certificate principal balance of the Class F Certificates (taking into account the application of appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) is at least 25% of the initial aggregate certificate principal balance of that class.
 
During any Collective Consultation Period, the controlling class representative will not have any consent rights, but the controlling class representative and the trust advisor will have certain non-binding consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Collective Consultation Period” means any period when both (i) the aggregate certificate principal balance of the Class F Certificates (taking into account the application of appraisal reductions to notionally reduce the aggregate certificate principal balance of such class), is less than 25% of the initial aggregate certificate principal balance of the Class F Certificates and (ii) the aggregate certificate principal balance of that class (without regard to any appraisal reductions allocable to such class), is at least 25% of the initial aggregate certificate principal balance of that class.
 
During any Senior Consultation Period, the controlling class representative will not have any consent or consultation rights, except with respect to any rights that expressly survive such termination pursuant to the pooling and servicing agreement, and the trust advisor will retain certain non-binding consultation rights under the pooling and servicing agreement with respect to certain major decisions and other matters. A “Senior Consultation Period” means a period when the aggregate certificate principal balance of the Class F Certificates (without regard to any appraisal reductions allocable to such class) is less than 25% of the initial aggregate certificate principal balance of that class. See “Servicing of the Mortgage Loans—The Controlling Class Representative” in the Free Writing Prospectus.
     
Subordinate Debt
Control Rights:
 
If any mortgage loan is part of an A/B whole loan or loan pair, the controlling class representative’s consent and/or consultation rights with respect thereto will be limited as further described in the Free Writing Prospectus. See “—Directing Holders” below, and “Risk Factors—Realization on a Mortgage Loan That Is Part of an A/B Whole Loan or Loan Pair May Be Adversely Affected by the Rights of the Related Directing Holder” and “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs” in the Free Writing Prospectus.
     
Control Eligible Certificates:
 
The “Control Eligible Certificates” will be the Class F, Class G and Class H Certificates.
     
Controlling Class
Representative/ Controlling
Class:
 
The controlling class representative will be the representative appointed by more than 50% of the Controlling Class (by certificate principal balance). The “Controlling Class” will be the most subordinate class of Control Eligible Certificates then outstanding that has an aggregate certificate principal balance (taking into account the application of any appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) at least equal to 25% of the initial aggregate certificate principal balance of such class; provided that if no class of Control Eligible Certificates has an aggregate certificate principal balance (taking into account the application of any appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) at least equal to 25% of the initial aggregate certificate principal balance of such class, then the Controlling Class will be the most senior class of Control Eligible Certificates. A summary of the consent and consultation rights of the controlling class representative, and the limitations thereon, is set forth above under “Control Rights”. The Controlling Class on the closing date will be the Class H Certificates.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-10

 
 
MSC 2012-C4
Structural Overview
 
   
The initial controlling class representative will be BlackRock Financial Management Inc., as manager for one or more managed funds or accounts.
     
Appraised-Out Class:
 
Any class of Control Eligible Certificates, the aggregate certificate principal balance of which (taking into account the application of any appraisal reductions to notionally reduce the aggregate certificate principal balance of such class) has been reduced to less than 25% of its initial aggregate certificate principal balance, is referred to as an “Appraised-Out Class”.
     
Appraisal Remedy:
 
The holders of the majority (by certificate principal balance) of an Appraised-Out Class will have the right, at their sole expense, to present to the special servicer a second appraisal of any mortgage loan for which an Appraisal Event has occurred prepared by an MAI appraiser on an “as-is” basis acceptable to the special servicer in accordance with the Servicing Standard. Upon receipt of such second appraisal, the special servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of such second appraisal, any recalculation of the applicable appraisal reduction is warranted and, if so warranted, will recalculate such appraisal reduction based upon such second appraisal. If required by any such recalculation, any applicable Appraised-Out Class will have its related certificate principal balance notionally restored to the extent required by such recalculation of the appraisal reduction, and there will be a redetermination of whether a Subordinate Control Period, a Collective Consultation Period or a Senior Consultation Period is then in effect. However, until an Appraised-Out Class is restored as the Controlling Class, the next most senior class of Control Eligible Certificates that is not an Appraised-Out Class (or, if all classes of Control Eligible Certificates are Appraised-Out Classes, the most senior class of Control Eligible Certificates), if any, will be the Controlling Class. The right of any Appraised-Out Class to present a second appraisal of any mortgage loan for which an Appraisal Event has occurred is limited to one appraisal with respect to each mortgaged property relating to the affected mortgage loan, subject to certain exceptions regarding a material change in circumstance.
     
Sale of Defaulted Loans and
REO Properties:
 
The special servicer will be required to solicit offers for defaulted mortgage loans and accept the first (and, if multiple bids are contemporaneously received, the highest) cash bid from any person that constitutes a fair price for the defaulted mortgage loan, determined as described in “Servicing of the Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties—Sale of Defaulted Mortgage Loans” in the Free Writing Prospectus, unless the special servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best interests of the certificateholders (as a collective whole), subject to (i) with respect to any mortgage loan that is part of an A/B whole loan or loan pair or any mortgage loan with existing mezzanine debt, to the extent set forth in the related intercreditor agreement, the right of the holder of the related debt held outside the issuing entity to purchase the related mortgage loan and (ii) any consent or consultation rights of the controlling class representative or, with respect to any mortgage loan that is part of an A/B whole loan or loan pair, the related directing holder, to the extent set forth in the related intercreditor agreement. See “Description of the Mortgage Pool—The A/B Whole Loan and the Loan Pair” in the Free Writing Prospectus.
 
If title to any REO property is acquired by the issuing entity in respect of any specially serviced mortgage loan, the special servicer is required to use its reasonable best efforts to sell the REO property for cash as soon as practicable consistent with the requirement to maximize proceeds for all certificateholders (and, with respect to a serviced companion loan or a B note, for the certificateholders and the holders of such loans, as a collective whole) but in no event later than three (3) years after the end of the year in which it was acquired, and in any event prior to the rated final distribution date or earlier to the extent necessary to comply with REMIC provisions, unless (i) the trustee or the special servicer has been granted an extension of time by the IRS or is permitted under the REMIC
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-11

 
 
MSC 2012-C4
Structural Overview
 
    provisions to continue to hold such REO property during the period in which an application for an extension is pending or (ii) the special servicer receives an opinion of counsel that holding such REO property beyond the period specified above will not result in the imposition of taxes on “prohibited transactions” under the REMIC provisions or cause any REMIC to fail to qualify as a REMIC; provided, that in no event may the issuing entity hold any REO property beyond the end of the sixth (6th) calendar year following the end of the year of such REO property’s acquisition. If the special servicer is unable to sell such REO property for cash within such time period (as it may be extended as described above), the special servicer will be required, after consultation with the controlling class representative during any Subordinate Control Period and any Collective Consultation Period and, in the case of a sale of any REO property relating to an A/B whole loan or loan pair, the related directing holder to the extent set forth in the related intercreditor agreement, to auction the REO property to the highest bidder (which may be the special servicer or another Interested Person) in accordance with the Servicing Standard. See “Servicing of the Mortgage Loans—Sale of Defaulted Mortgage Loans and REO Properties—Sale of REO Properties” and “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs” in the Free Writing Prospectus.
       
Appointment and Termination
of Special Servicer:
 
The controlling class representative will appoint the initial special servicer. During any Subordinate Control Period, the special servicer may be replaced at any time by the controlling class representative. During any Collective Consultation Period and any Senior Consultation Period, the special servicer will be subject to termination without cause if certificateholders evidencing not less than 25% of voting rights request a vote of certificateholders to replace the special servicer. The certificate administrator would present the proposal to all certificateholders and replacement would be conditioned on receipt, within one hundred eighty (180) days thereafter, of approval of the termination from holders of 75% of the voting rights of the certificates. The holders initiating such vote will be responsible for the fees and expenses of the issuing entity in connection with the replacement.
 
During any Senior Consultation Period, if the trust advisor determines that the special servicer is not performing its duties in accordance with the Servicing Standard, the trust advisor will have the right to recommend the replacement of the special servicer. The trust advisor’s recommendation to replace the special servicer must be confirmed by an affirmative vote of holders of a majority of the voting rights of the principal balance certificates.
 
In addition, if any mortgage loan is part of an A/B whole loan or loan pair, to the extent set forth in the related intercreditor agreement, the related directing holder will have the right to replace the special servicer, with respect to the related A/B whole loan or loan pair as further described in the Free Writing Prospectus under “Description of the Mortgage Pool—The A/B Whole Loans and the Loan Pairs”.
       
Servicing Standard:
 
Each of the master servicer and the special servicer is obligated to service and administer the mortgage loans (and, if applicable, the related B notes and serviced companion loans) for which it is responsible pursuant to the pooling and servicing agreement on behalf of the trustee and in the best interests of and for the benefit of the certificateholders (and, with respect to any mortgage loan that is part of an A/B whole loan or loan pair, the holder of the related B note or serviced companion loan, as applicable) as a collective whole (as determined by the master servicer or the special servicer, as the case may be, in its good faith and reasonable judgment), in accordance with applicable law (and in the case of the mortgage loan secured by the mortgaged property identified on Appendix I to the Free Writing Prospectus as Ty Warner Hotels & Resorts Portfolio, the law of Mexico), the terms of the pooling and servicing agreement, the terms of the respective mortgage loans and, if applicable, any related intercreditor agreement and, to the extent consistent with the foregoing, further as follows.
       
    With the same care, skill and diligence as is normal and usual in its general
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-12

 
 
MSC 2012-C4
Structural Overview
 
      mortgage servicing and REO property management activities on behalf of third parties or on behalf of itself, whichever is higher, with respect to mortgage loans and REO properties that are comparable to those for which it is responsible under the pooling and servicing agreement;
       
    With a view to the timely collection of all scheduled payments of principal and interest under the mortgage loans and any related B note or serviced companion loan or, if a mortgage loan or the related B note or serviced companion loan comes into and continues in default and with respect to the special servicer, if, in the good faith and reasonable judgment of the special servicer, no satisfactory arrangements can be made for the collection of the delinquent payments, the maximization of the recovery of principal and interest on such mortgage loan to the certificateholders (as a collective whole) (or in the case of any A/B whole loan or loan pair, the maximization of recovery thereon of principal and interest to the certificateholders and the holder of the related B note (taking into account the subordinate nature of any such B note) or serviced companion loan, as applicable, all taken as a collective whole) on a net present value basis; and
       
   
Without regard to various specified circumstances that could give rise to conflicts of interest.
       
Defaulted Mortgage
Loan Waterfall:
 
Amounts received by the issuing entity in respect of defaulted mortgage loans in connection with liquidation of any mortgage loan, net of unreimbursed advances and interest thereon, servicing compensation, and other amounts payable or reimbursable therefrom, will be applied so that amounts allocated as a recovery of accrued and unpaid interest will not, in the first instance, include any amount by which the interest portion of P&I advances previously made was reduced as a result of appraisal reductions. After the adjusted interest amount is so allocated, any remaining net proceeds will be allocated to pay principal on the mortgage loan until the unpaid principal amount of the mortgage loan has been reduced to zero. Any remaining proceeds would then be allocated as a recovery of accrued and unpaid interest corresponding to the amount by which the interest portion of P&I advances previously made was reduced as a result of appraisal reductions.
       
Trust Advisor:
 
Pacific Life Insurance Company, a Nebraska corporation, will act as the trust advisor. The trust advisor will be required to promptly review all information available to certain privileged persons on the certificate administrator’s website related to any specially serviced mortgage loan or REO property and each asset status report with respect to specially serviced mortgage loans (provided that during any Subordinate Control Period, the trust advisor may only review final asset status reports).
 
During any Collective Consultation Period and any Senior Consultation Period, within sixty (60) days after the end of each calendar year during which any mortgage loan was a specially serviced mortgage loan or any mortgaged property was an REO property, the trust advisor will be required to meet with representatives of the special servicer to review certain operational practices of the special servicer related to specially serviced mortgage loans and REO properties.
 
In addition, during any Collective Consultation Period and any Senior Consultation Period, based on (i) the trust advisor’s annual meeting with the special servicer and (ii) the trust advisor’s review of any asset status reports and other information delivered to the trust advisor by the special servicer and any other information available to certain privileged persons on the certificate administrator’s website, the trust advisor will be required to prepare an annual report to be provided to the certificate administrator (and to be made available through the certificate administrator’s website) setting forth its assessment of the special servicer’s performance of its duties under the pooling and servicing agreement during the prior calendar year on a platform-level basis with respect to the resolution and liquidation of specially serviced mortgage loans and REO properties. No such annual report will be required to be prepared or delivered with respect to any
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-13

 
 
MSC 2012-C4
Structural Overview
 
   
calendar year during which no annual meeting has occurred or any calendar year during which no asset status reports have been prepared in connection with a specially serviced mortgage loan or REO property.
 
Furthermore, during any Collective Consultation Period and any Senior Consultation Period, the special servicer will be required to consult (on a non-binding basis) with the trust advisor in connection with certain major decisions involving any mortgage loan, A/B whole loan, loan pair or any related REO property to the extent described in this Term Sheet, the Free Writing Prospectus and the Pooling and Servicing Agreement; provided that, with respect to matters relating to any A/B whole loan or loan pair, the special servicer will only be required to consult with the trust advisor with regard to such matters after the holder of the related B note or serviced companion loan, as applicable, is no longer the directing holder with respect to such A/B whole loan or loan pair pursuant to the terms of the applicable intercreditor agreement.
 
During any Subordinate Control Period, there will be no annual meeting or annual report, the trust advisor will not be permitted to consult or consent with regard to any particular servicing actions, and the trust advisor will not distribute any report based on its review or otherwise opine on the activities of the special servicer with respect to any transaction.
       
Trust Advisor Expenses:
 
The trust advisor will be entitled, on each distribution date, to reimbursement for any trust advisor expenses, including unreimbursed indemnification amounts and other expenses (other than trust advisor fees) payable to the trust advisor pursuant to the terms of the pooling and servicing agreement. No trust advisor expenses will be allocated to or otherwise borne by the Control Eligible Certificates, and all trust advisor expenses will be allocated to reduce amounts due and owing to certain classes of the non-Control Eligible Certificates as described in the Free Writing Prospectus and above in this Term Sheet.
       
Termination and Replacement
of Trust Advisor:
 
If the holders of at least 25% of the voting rights of the certificates request a vote to terminate and/or replace the trust advisor, then the holders of at least 75% of the voting rights of the certificates may vote to either (i) terminate all rights and obligations of the trust advisor under the pooling and servicing Agreement and replace the trust advisor, or (ii) terminate all rights and obligations of the trust advisor and not appoint a replacement trust advisor, until such time as the holders of at least 75% of the voting rights of the certificates agree to the appointment of a replacement trust advisor. During any Subordinate Control Period and any Collective Consultation Period, the controlling class representative will have the right to consent, such consent not to be unreasonably withheld, to any replacement trust advisor; provided, that such consent will be deemed granted if no objection is made within ten (10) business days following the controlling class representative’s receipt of the request for consent. See “Servicing of the Mortgage Loans—The Trust Advisor—Termination of the Trust Advisor Without Cause” in the Free Writing Prospectus.
       
Deal Website:
 
The certificate administrator will be required to maintain a deal website which will include, among other items, (i) distribution date statements, (ii) CREFC reports, (iii) summaries of final asset status reports, (iv) inspection reports, (v) appraisals, (vi) various special notices described in the Free Writing Prospectus, (vii) the “Investor Q&A Forum” and (viii) a voluntary “Investor Registry.”  Investors may access the deal website following execution of an investor certification as described in the Free Writing Prospectus.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-14

 
 
MSC 2012-C4                                                                                  Collateral Overview
 
Mortgage Loan Sellers
 
 
No. of
Mortgage
Loans
No. of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool(1)
Morgan Stanley Mortgage Capital Holdings LLC
26
54
$767,814,062
69.9%
Bank of America, National Association
11
20
$231,130,332
21.0%
Bank of America, National Association /
Morgan Stanley Mortgage Capital Holdings LLC
1
 
3
 
$99,751,207
 
9.1%
 
Total:
38
77
$1,098,695,600
100.0%
 
Pool
   
Aggregate Cut-off Date Balance:
$1,098,695,600
Number of Mortgage Loans:
38
Average Cut-off Date Balance per Mortgage Loan:
$28,913,042
Number of Mortgaged Properties:
77
Average Cut-off Date Balance per Mortgaged Property:
$14,268,774
Weighted Average Mortgage Rate:
5.554%
% of Pool Secured by 5 Largest Mortgage Loans:
39.5%
% of Pool Secured by 10 Largest Mortgage Loans:
62.7%
% of Pool Secured by ARD Loans:
12.8%
Weighted Average Original Term to Maturity/ARD (months):
107
Weighted Average Remaining Term to Maturity/ARD (months):
104
Weighted Average Seasoning (months):
2
% of Pool Secured by Single Tenant Mortgaged Properties:
15.5%
 
Additional Debt
   
% of Pool with Pari Passu Mortgage Debt:
0.0%
% of Pool with Subordinate Mortgage Debt:
0.0%
% of Pool with Mezzanine Debt:
11.4%
 
Credit Statistics
   
Weighted Average UW NOI DSCR:
1.80x
Weighted Average UW NOI Debt Yield:
12.7%
Weighted Average UW NCF DSCR:
1.66x
Weighted Average UW NCF Debt Yield:
11.6%
Weighted Average Cut-off Date LTV Ratio:
58.4%
Weighted Average LTV Ratio at Maturity/ARD:
49.7%
 

(1)
Unless otherwise indicated, all references to “% of Pool” in this Term Sheet reflects a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to March 2012.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-15

 
 
MSC 2012-C4                                                                                  Collateral Overview
 
 
 
Amortization      
% of
Pool(1)
Weighted Average Original Amortization Term (months):
348
Weighted Average Remaining Amortization Term (months):
346
% of Pool Amortizing Balloon:
79.9%
% of Pool Interest Only followed by Amortizing Balloon:
19.5%
% of Pool Interest Only through Maturity/ARD:
0.6%
 
Lockboxes
   
% of Pool with Hard Lockboxes
88.3%
% of Pool with Soft Lockboxes
10.1%
% of Pool with Springing Lockboxes
0.7%
% of Pool with No Lockboxes
0.9%
 
Reserves
   
% of Pool Requiring Tax Reserves:
57.7%
% of Pool Requiring Insurance Reserves:
9.3%
% of Pool Requiring Replacement Reserves:
51.9%
% of Pool Requiring TI/LC Reserves(2):
84.1%
 
Call Protection
   
% of Pool with lockout period, followed by defeasance until open period:
78.3%
% of Pool with the greater of a prepayment premium and yield maintenance, followed  by defeasance or the greater of a prepayment premium and yield maintenance until open period:
15.1%
% of Pool with greater of a prepayment premium or yield maintenance until open period:
4.3%
% of Pool with lockout period, followed by defeasance or the greater of a prepayment premium or yield maintenance until open period:
2.3%
 

(1)
Unless otherwise indicated, all references to “% of Pool” in this Term Sheet reflects a percentage of the aggregate principal balance of the mortgage pool as of the Cut-off Date, after application of all payments of principal due during or prior to March 2012.
 
(2)
Based only on mortgage loans secured by retail, office and industrial properties.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-16

 
 
MSC 2012-C4 Characteristics of the Mortgage Loans
 
Top 10 Mortgage Loans
 
                             
Loan
No.
Mortgage
Loan
Seller
Property Name
City
State
Property
Type
Cut-off Date
Balance
% of
Pool
  NSF/Units
Cut-off Date
Balance
PSF/Unit
U/W NCF
DSCR
U/W NOI
Debt Yield
Cut-off
Date LTV
Balloon
LTV
 
1
MSMCH
Shoppes at Buckland Hills
Manchester
CT
Retail
$130,000,000
11.8%
535,235
$242.88
1.44x
9.8%
68.8%
57.0%
 
2
BANA/MSMCH
Ty Warner Hotels & Resorts Portfolio
Various
Various
Hospitality
$99,751,207
9.1%
319
$312,699.71
2.69x
24.8%
21.8%
20.6%
 
3
MSMCH
50 Central Park South
New York
NY
Commercial Condo.
$75,000,000
6.8%
234,324
$320.07
1.33x
8.7%
62.5%
59.9%
 
4
BANA
Capital City Mall
Camp Hill
PA
Retail
$65,750,000
6.0%
488,769
$134.52
1.55x
11.3%
62.6%
52.1%
 
5
MSMCH
ELS Portfolio
Various
Various
Manufactured Housing
$63,747,000
5.8%
2,843
$22,422.44
2.44x
16.5%
41.2%
35.8%
 
6
MSMCH
9 MetroTech Center
Brooklyn
NY
Office
$62,896,233
5.7%
316,942
$198.45
1.12x
10.1%
55.5%
42.9%
 
7
MSMCH
GPB Portfolio 2
Various
Various
Retail
$62,428,188
5.7%
702,779
$88.83
1.41x
10.8%
57.8%
45.4%
 
8
MSMCH
GPB Portfolio 1
Various
Various
Retail
$62,113,118
5.7%
516,585
$120.24
1.66x
11.7%
60.5%
50.8%
 
9
MSMCH
Midtown Square Shopping Center
Troy
MI
Retail
$34,956,343
3.2%
193,301
$180.84
1.38x
10.0%
73.6%
61.7%
 
10
BANA
United HealthCare Services
Eden Prairie
MN
Office
$32,500,000
3.0%
473,325
$68.66
1.53x
10.0%
65.0%
59.9%
 
   
Total/Weighted Avg.
     
$689,142,090
62.7%
   
1.70x
12.9%
55.3%
47.1%
 
 
Mortgage Loans with Subordinate Debt
    Loan   
    No.
Mortgage
Loan
Seller
Property Name
Cut-off Date
  Mortgage Loan
Balance
  Cut-off Date
Loan per
Unit/SF
  UW NCF
DSCR
  UW NOI
Debt
Yield
  Cut-off
Date
LTV
Ratio
 Cut-off Date
  Subordinate
Mortgage
Debt
Balance
  Cut-off Date
Mezzanine
Debt
Balance
  Cut-off Date
Total Debt
Loan per
Unit/SF
  Total Debt
UW NCF
DSCR
Total Debt
UW NOI
Debt Yield
Total Debt
Cut-off
Date LTV
Ratio
    2
 BANA/MSMCH 
    Ty Warner Hotels & Resorts Portfolio
$99,751,207
$312,699.71
2.69x
24.8%
21.8%
NAP
$80,000,000
$563,483.41
1.29x
13.8%
39.2%
    23
MSMCH
    Magellan Storage - Costa Mesa
$13,671,876
$80.80
1.45x
10.4%
64.2%
NAP
$3,000,000
$98.53
1.08x
8.5%
78.3%
    26
MSMCH
    Holiday Inn San Diego Downtown
$12,309,463
$55,952.11
1.82x
14.7%
62.2%
NAP
$2,625,000
$67,883.92
1.25x
12.1%
75.4%
  
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-17

 
 
MSC 2012-C4 Characteristics of the Mortgage Loans
 
Prior Securitization History(1)
  Loan
  No.
Mortgage
Loan
Seller
Property Name
City
State
Prop.
Type
Cut-off
Date Bal.
% of
Pool
NSF/
Units
Loan per
SF/Unit
  U/W NCF
  DSCR
U/W NOI
  Debt Yield
  Cut-off
Date
LTV
Mat.
Date
LTV
Prior Securitization
1
MSMCH
Shoppes at Buckland Hills
Manchester
CT
Retail
$130,000,000
11.8%
535,235
$242.88
1.44x
9.8%
68.8%
57.0%
JPMCC 2005-LDP3
2
BANA/MSMCH
Ty Warner Hotels & Resorts Portfolio
Various
Various
Hospitality
$99,751,207
9.1%
319
$312,699.71
2.69x
24.8%
21.8%
20.6%
TYHOT 2005-LUX
3
MSMCH
50 Central Park South
New York
NY
Commercial Condo.
$75,000,000
6.8%
234,324
$320.07
1.33x
8.7%
62.5%
59.9%
WBCMT 2003-C6
4
BANA
Capital City Mall
Camp Hill
PA
Retail
$65,750,000
6.0%
488,769
$134.52
1.55x
11.3%
62.6%
52.1%
BSCMS 2002-TOP6
5
MSMCH
ELS Portfolio
     
$63,747,000
5.8%
2,843
$22,422.44
2.44x
16.5%
41.2%
35.8%
 
5.1
MSMCH
ELS Portfolio - Royal Coachman
Nokomis
FL
Manufactured Housing
$11,898,000
 
546
         
DLJCM 2000-CF1
5.2
MSMCH
ELS Portfolio - Regency Lakes
Winchester
VA
Manufactured Housing
$9,887,000
 
523
         
JPMCC 2004-C1
5.3
MSMCH
ELS Portfolio - Parkwood Communities
Wildwood
FL
Manufactured Housing
$9,681,000
 
695
         
JPMCC 2004-C2
5.4
MSMCH
ELS Portfolio - Cabana
Las Vegas
NV
Manufactured Housing
$9,063,000
 
263
         
MSDWC 2001-TOP5
5.5
MSMCH
ELS Portfolio - Boulder Cascade
Las Vegas
NV
Manufactured Housing
$8,165,000
 
299
         
MSC 2004-HQ3
5.6
MSMCH
ELS Portfolio - Rancho Valley
El Cajon
CA
Manufactured Housing
$7,164,000
 
140
         
CMAC 1998-C2
5.7
MSMCH
ELS Portfolio - Palm Shadows
Glendale
AZ
Manufactured Housing
$5,994,000
 
294
         
MSC 2004-HQ3
5.8
MSMCH
ELS Portfolio - Hillcrest
Rockland
MA
Manufactured Housing
$1,895,000
 
83
         
JPMCC 2004-C1
7
MSMCH
GPB Portfolio 2
     
$62,428,188
5.7%
702,779
$88.83
1.41x
10.8%
57.8%
45.4%
 
7.1
MSMCH
GPB Portfolio 2 - Millburn King's Super
Millburn
NJ
Retail
$9,972,550
 
89,348
         
MSDWC 2002-TOP7
7.2
MSMCH
GPB Portfolio 2 - Swampscott CVS
Swampscott
MA
Retail
$9,410,323
 
57,570
         
MSDWC 2002-TOP7
7.3
MSMCH
GPB Portfolio 2 - Salem Staples
Salem
MA
Retail
$9,094,320
 
48,425
         
BSCMS 2003-T10
7.4
MSMCH
GPB Portfolio 2 - Danbury Walmart
Danbury
CT
Retail
$8,655,766
 
136,209
         
BSCMS 2003-T10
7.5
MSMCH
GPB Portfolio 2 - Woburn Kohl's
Woburn
MA
Retail
$6,448,663
 
119,378
         
BSCMS 2003-T10
7.6
MSMCH
GPB Portfolio 2 - Springfield CVS
Springfield
MA
Retail
$5,373,055
 
19,287
         
MSDWC 2003-HQ2
7.7
MSMCH
GPB Portfolio 2 - Worcester Savers
Worcester
MA
Retail
$4,216,702
 
66,281
         
MSDWC 2003-HQ2
7.10
MSMCH
GPB Portfolio 2 - Fall River Staples
Fall River
MA
Retail
$2,236,945
 
30,897
         
MSDWC 2003-HQ2
7.11
MSMCH
GPB Portfolio 2 - Chatham Ocean State
Chatham
MA
Retail
$1,410,552
 
24,432
         
BSCMS 2003-T10
8
MSMCH
GPB Portfolio 1
     
$62,113,118
 
516,585
$120.24
1.66x
11.7%
60.5%
50.8%
 
8.1
MSMCH
GPB Portfolio 1 - Cambridge Trader Joe's
Cambridge
MA
Retail
$16,303,585
 
62,555
         
MSDWC 2003-HQ2
8.2
MSMCH
GPB Portfolio 1 - Falmouth Staples
Falmouth
MA
Retail
$7,943,948
 
85,524
         
BSCMS 2003-T10
8.3
MSMCH
GPB Portfolio 1 - Hillsdale King's Super
Hillsdale
NJ
Retail
$6,739,745
 
60,428
         
MSDWC 2002-TOP7
8.4
MSMCH
GPB Portfolio 1 - Medford Aldi
Medford
MA
Retail
$6,019,018
 
56,215
         
MSDWC 2002-TOP7
8.5
MSMCH
GPB Portfolio 1 - Brighton Whole Foods
Brighton
MA
Retail
$5,912,355
 
27,550
         
MSDWC 2002-TOP7
8.6
MSMCH
GPB Portfolio 1 - Everett Walgreens
Everett
MA
Retail
$5,645,197
 
41,278
         
MSDWC 2003-HQ2
8.8
MSMCH
GPB Portfolio 1 - Waltham CVS / Petco
Waltham
MA
Retail
$3,525,881
 
24,284
         
MSDWC 2003-HQ2
8.9
MSMCH
GPB Portfolio 1 - Revere Walgreens
Revere
MA
Retail
$2,869,949
 
15,272
         
MSDWC 2003-HQ2
8.10
MSMCH
GPB Portfolio 1 - Quincy Walgreens
Quincy
MA
Retail
$1,870,102
 
25,495
         
MSDWC 2002-TOP7
8.11
MSMCH
GPB Portfolio 1 - Wakefield Mike's Gym
Wakefield
MA
Retail
$897,171
 
15,984
         
BSCMS 2003-T10
9
MSMCH
Midtown Square Shopping Center
Troy
MI
Retail
$34,956,343
3.2%
193,301
$180.84
1.38x
10.0%
73.6%
61.7%
MSDWC 2002-TOP7
12
BANA
Forest Hills Village
Loves Park, Machesney Park
IL
Manufactured Housing
$30,055,000
2.7%
963
$31,209.76
1.43x
9.3%
73.1%
60.2%
JPMCC 2007 CB20
  
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.

 
T-18

 
 
MSC 2012-C4 Characteristics of the Mortgage Loans
 
Prior Securitization History(1)
  Loan
  No.
Mortgage
Loan
Seller
Property Name
City
State
Prop.
Type
Cut-off
Date Bal.
% of
Pool
NSF/
Units
Loan per
SF/Unit
  U/W NCF
  DSCR
U/W NOI
  Debt Yield
  Cut-off
Date
LTV
Mat.
Date
LTV
Prior Securitization
14
MSMCH
Sirata Beach Resort
St. Pete Beach
FL
Hospitality
$28,000,000
2.5%
382
$73,298.43
1.83x
16.4%
48.3%
43.6%
LBUBS 2004-C4
15
MSMCH
Hilton Springfield
Springfield
VA
Hospitality
$25,900,000
2.4%
245
$105,714.29
1.61x
14.1%
52.9%
40.8%
GMACC 2002-C2
16
BANA
U-Haul 2011 Portfolio
Various
Various
Self Storage
$25,000,000
2.3%
375,593
$66.56
1.75x
12.7%
69.2%
58.5%
LBUBS 2002-C1
17
MSMCH
Independence Hill Independent Living
San Antonio
TX
Multifamily
$22,000,000
2.0%
292
$75,342.47
1.70x
12.3%
58.1%
49.1%
GNR 2006-39
30
BANA
Norwalk Self Storage
Norwalk
CA
Self Storage
$9,300,000
0.8%
105,744
$87.95
1.66x
11.0%
63.3%
52.3%
GSMS 2007-GG10
31
MSMCH
Holiday Inn Express Arlington
Arlington
TX
Hospitality
$7,728,929
0.7%
103
$75,038.14
1.57x
14.0%
58.6%
46.2%
MLMI 1998-C2
32
MSMCH
Brookwood Village Shopping Center
Atlanta
GA
Retail
$7,340,700
0.7%
28,774
$255.12
1.28x
9.0%
69.3%
57.9%
BSCMS 2005-PWR8
35
BANA
Rego Park Retail
Rego Park
NY
Retail
$4,232,601
0.4%
34,150
$123.94
2.91x
21.7%
28.0%
23.7%
MLMT 2002-MW1
37
BANA
West Alameda Self Storage
Lakewood
CO
Self Storage
$3,284,528
0.3%
86,575
$37.94
1.94x
14.4%
54.7%
46.7%
GECMC 2001-3
   
Total
   
$756,587,614
68.9%
             
 

(1)
The table above describes the most recent securitization with respect to the mortgaged property securing the related mortgage loan, based on information provided by the related borrower or obtained through TREPP and Bloomberg searches.
 
Mortgage Loans with Scheduled Balloon Payments and Related Classes(1)
 
Class A-2 ($244,709,000)
Loan
No.
Mortgage
Loan
Seller
Property Name
State
Property
Type
Cut-off Date
Balance
% of
Pool
Balance at
Maturity
% of
Class A-2
Certificate
Principal
Balance
NSF/
Units
Loan per
SF/
Unit
UW
NCF
DSCR
UW
NOI
Debt
Yield
Cut-off
Date
LTV
Ratio
LTV
Ratio at
Maturity
Rem. IO
Period
(mos.)
Rem.
Term to
Maturity
(mos.)
2
BANA
Ty Warner Hotels & Resorts Portfolio
Various
Hospitality
$99,751,207
9.1%
$94,406,745
38.6%
319
$312,699.71
2.69x
24.8%
21.8%
20.6%
0
57
3
MSMCH
50 Central Park South
NY
Comm. Condo.
$75,000,000
6.8%
$71,859,541
29.4%
234,324
$320.07
1.33x
8.7%
62.5%
59.9%
19
55
14
MSMCH
Sirata Beach Resort
FL
Hospitality
$28,000,000
2.5%
$25,302,095
10.3%
382
$73,298.43
1.83x
16.4%
48.3%
43.6%
0
60
23
MSMCH
Magellan Storage - Costa Mesa
CA
Self Storage
$13,671,876
1.2%
$12,807,898
5.2%
169,214
$80.80
1.45x
10.4%
64.2%
60.1%
0
58
24
MSMCH
67 Livingston Street
NY
Multifamily
$13,000,000
1.2%
$12,676,016
5.2%
75
$173,333.33
1.51x
10.5%
68.4%
66.7%
35
59
26
MSMCH
Holiday Inn San Diego Downtown
CA
Hospitality
$12,309,463
1.1%
$11,537,838
4.7%
220
$55,952.11
1.82x
14.7%
62.2%
58.3%
0
53
33
MSMCH
Old Town Plaza Office
CA
Office
$6,975,000
0.6%
$6,975,000
2.9%
60,490
$115.31
1.62x
10.8%
64.0%
64.0%
54
54
   
Total / Wtd. Avg.
   
$248,707,546
22.6%
$235,565,132
96.3%
   
1.98x
16.5%
45.0%
42.7%
9
57
 

(1)
The table above reflects the mortgage loans whose balloon payments will be applied to pay down the Class A-2 Certificates, assuming (i) that none of the mortgage loans experience prepayments, defaults or losses; (ii) there are no extensions of maturity dates; and (iii) each mortgage loan is paid in full on its stated maturity date or, in the case of the mortgage loan with an anticipated repayment date, on such anticipated repayment date. The table above is otherwise based on the Structuring Assumptions set forth under “Yield, Prepayment and Maturity Considerations” in the Free Writing Prospectus.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-19

 
 
MSC 2012-C4 Characteristics of the Mortgage Loans
 
(PIA CHART)
 
Property Type Distribution
 
Property Type
Number of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool
Wtd. Avg.
Mortgage
Rate
Wtd. Avg.
UW NCF
DSCR
Wtd. Avg.
UW NOI
Debt Yield
Wtd. Avg.
Cut-off Date LTV Ratio
Wtd. Avg.
LTV Ratio at Maturity/ARD
 
Retail
36
  $464,445,980
42.3%
5.432%
1.48x
10.7%
65.2%
54.1%
 
Anchored
28
230,320,100
21.0%
5.553%
1.48x
11.0%
64.1%
53.0%
 
Super Regional Mall
1
130,000,000
11.8%
5.190%
1.44x
9.8%
68.8%
57.0%
 
Regional Mall
1
65,750,000
6.0%
5.296%
1.55x
11.3%
62.6%
52.1%
 
Unanchored
6
38,375,880
3.5%
5.756%
1.49x
11.1%
64.6%
54.7%
 
Hospitality
9
$189,144,770
17.2%
6.241%
2.25x
20.4%
37.6%
32.7%
 
Full Service
6
165,960,670
15.1%
6.255%
2.31x
21.0%
34.1%
30.4%
 
Limited Service
2
15,306,948
1.4%
6.202%
1.74x
15.7%
61.6%
48.3%
 
Extended Stay
1
7,877,152
0.7%
6.000%
1.91x
17.4%
64.7%
50.4%
 
Office
6
$158,265,421
14.4%
5.441%
1.44x
10.9%
60.3%
51.8%
 
Suburban
3
71,957,464
6.5%
4.964%
1.70x
11.7%
62.3%
57.0%
 
Urban
2
69,871,233
6.4%
5.799%
1.17x
10.1%
56.3%
45.0%
 
Medical
1
16,436,723
1.5%
6.010%
1.43x
11.1%
68.1%
58.1%
 
Manufactured Housing
9
$93,802,000
8.5%
5.188%
2.12x
14.2%
51.4%
43.7%
 
Commercial Condominium
1
75,000,000
6.8%
5.120%
1.33x
8.7%
62.5%
59.9%
 
Multifamily
3
$55,800,000
5.1%
5.659%
1.52x
11.3%
64.2%
54.3%
 
Senior Housing
1
22,000,000
2.0%
5.790%
1.70x
12.3%
58.1%
49.1%
 
Garden/Military Housing
1
20,800,000
1.9%
5.620%
1.34x
10.7%
68.0%
52.2%
 
Student Housing
1
13,000,000
1.2%
5.500%
1.51x
10.5%
68.4%
66.7%
 
Self Storage
12
$51,256,403
4.7%
5.685%
1.67x
11.9%
65.9%
57.0%
 
Industrial
1
$10,981,025
1.0%
5.430%
1.41x
11.8%
66.0%
50.3%
 
Flex Industrial
1
10,981,025
1.0%
5.430%
1.41x
11.8%
66.0%
50.3%
 
Total / Wtd. Avg.
77
1,098,695,600
100.0%
5.554%
1.66x
12.7%
58.4%
49.7%
 
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-20

 
 
MSC 2012-C4 Characteristics of the Mortgage Loans
 
(MAP)
 
Geographic Distribution
State
Number of
Mortgaged
Properties
Aggregate
Cut-off Date
Balance
% of
Pool
Wtd. Avg.
Mortgage
Rate
Wtd. Avg.
UW NCF
DSCR
Wtd. Avg.
UW NOI
Debt Yield
Wtd. Avg.
Cut-off Date
LTV Ratio
Wtd. Avg. LTV Ratio at Maturity/ARD
New York
5
164,755,003
15.0%
5.439%
1.30x
9.7%
60.0%
53.1%
California
10
163,704,663
14.9%
5.891%
2.08x
17.1%
46.8%
42.8%
California - Southern
9
147,267,939
13.4%
5.878%
2.16x
17.8%
44.5%
41.0%
California - Northern
1
16,436,723
1.5%
6.010%
1.43x
11.1%
68.1%
58.1%
Connecticut
2
138,655,766
12.6%
5.209%
1.43x
9.9%
68.1%
56.3%
Massachusetts
20
101,068,244
9.2%
5.496%
1.56x
11.4%
59.0%
48.2%
Texas
8
91,972,132
8.4%
5.932%
1.69x
13.5%
62.5%
52.0%
Florida
5
68,240,205
6.2%
5.440%
1.97x
15.2%
51.1%
44.4%
Pennsylvania
1
65,750,000
6.0%
5.296%
1.55x
11.3%
62.6%
52.1%
Virginia
3
37,397,000
3.4%
5.648%
1.83x
14.7%
50.5%
40.2%
Michigan
1
34,956,343
3.2%
5.500%
1.38x
10.0%
73.6%
61.7%
Mexico
1
34,638,607
3.2%
6.600%
2.69x
24.8%
21.8%
20.6%
Minnesota
1
32,500,000
3.0%
4.857%
1.53x
10.0%
65.0%
59.9%
Illinois
1
30,055,000
2.7%
4.990%
1.43x
9.3%
73.1%
60.2%
New Jersey
4
28,803,321
2.6%
5.484%
1.48x
11.5%
62.0%
49.1%
Colorado
2
23,465,792
2.1%
5.854%
1.39x
10.3%
64.8%
54.9%
Tennessee
1
20,800,000
1.9%
5.620%
1.34x
10.7%
68.0%
52.2%
Nevada
2
17,228,000
1.6%
5.282%
2.44x
16.5%
41.2%
35.8%
Kansas
3
16,299,765
1.5%
5.922%
1.35x
10.9%
66.5%
56.6%
Georgia
2
14,760,700
1.3%
5.589%
1.52x
10.8%
69.2%
58.2%
Arizona
2
7,754,000
0.7%
5.394%
2.28x
15.6%
47.6%
41.0%
Rhode Island
1
3,360,000
0.3%
5.775%
1.75x
12.7%
69.2%
58.5%
North Carolina
1
1,861,060
0.2%
6.070%
1.38x
13.0%
64.2%
43.0%
Oregon
1
670,000
0.1%
5.775%
1.75x
12.7%
69.2%
58.5%
Total / Wtd. Avg.
77
$1,098,695,600
100.0%
5.554%
1.66x
12.7%
58.4%
49.7%
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-21

 
 
MSC 2012-C4
Collateral Statistics
 
Collateral Statistics(1)
 
Cut-off Date Balance ($)
 
Mortgage Rate (%)
 
Cut-off Date LTV Ratio (%)
 
No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
   
No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
   
No. of
Mortgage
Loans
Aggregate
Cut-off Date
Balance ($)
% of
Pool
1 - 10,000,000
11
$68,345,127
6.2
 
4.501 - 5.000
3
$92,055,000
8.4
 
20.1 - 30.0
2
103,983,808
9.5
10,000,001 - 20,000,000
8
$108,776,553
9.9
 
5.001 - 5.500
16
$585,170,676
53.3
 
40.1 - 50.0
3
101,704,464
9.3
20,000,001 - 30,000,000
7
$171,381,264
15.6
 
5.501 - 6.000
13
$261,257,762
23.8
 
50.1 - 60.0
6
184,237,878
16.8
30,000,001 - 40,000,000
4
$128,506,911
11.7
 
6.001 - 6.500
4
$57,022,280
5.2
 
60.1 - 70.0
22
599,697,695
54.6
60,000,001 - 70,000,000
5
$316,934,539
28.8
 
6.501 - 7.000
2
$103,189,883
9.4
 
70.1 - 80.0
5
109,071,755
9.9
70,000,001 - 80,000,000
1
$75,000,000
6.8
 
Total:
38
$1,098,695,600
100.0%
 
Total:
38
$1,098,695,600
100.0%
90,000,001 - 100,000,000
1
$99,751,207
9.1
 
Min: 4.857%
Max: 6.750%
Wtd Avg: 5.554
 
Min: 21.8%
Max: .74 8%
Wtd Avg: 58.4%
 
120,000,001 - 130,000,000
1
$130,000,000
11.8
       
Total:
38
$1,098,695,600
100.0%
 
Original Term to Maturity/ARD (mos.)
 
LTV Ratio at Maturity/ARD (%)
Min: $1,861,060
Max: $130,000,000
Avg: $28,913,042
                     
           
No. of
Aggregate
     
No. of
Aggregate
 
State
         
Mortgage
Cut-off Date
% of
   
Mortgage
Cut-off Date
% of
           
Loans
Balance ($)
Pool
   
Loans
Balance ($)
Pool
 
No. of
Aggregate
   
60
7
248,707,546
22.6
 
20.1 - 30.0
2
103,983,808
9.5
 
Mortgaged
Cut-off Date
% of
 
119
1
63,747,000
5.8
 
30.1 - 40.0
2
73,704,464
6.7
 
Properties
Balance ($)
Pool
 
120
29
766,059,791
69.7
 
40.1 - 50.0
8
214,098,937
19.5
New York
5
164,755,003
15.0
 
134
1
20,181,264
1.8
 
50.1 - 60.0
18
565,685,327
51.5
California
10
163,704,663
14.9
 
Total:
38
$1,098,695,600
100.0%
 
60.1 - 70.0
8
141,223,064
12.9
California-Southern(2)
9
147,267,939
13.4
 
Min: 60
Max: 134
Wtd Avg: 107
   
Total:
38
$1,098,695,600
100.0%
California-Northern(2)
1
16,436,723
1.5
           
Min: 20.6%
    Max: 66.7%
Wtd Avg: 49. 7%
 
Connecticut
2
138,655,766
12.6
 
Remaining Term to Maturity/ARD (mos.)
           
Massachusetts
20
101,068,244
9.2
           
UW DSCR (x)
Texas
8
91,972,132
8.4
   
No. of
Aggregate
           
Florida
5
68,240,205
6.2
   
Mortgage
Cut-off Date
% of
   
No. of
Aggregate
 
Pennsylvania
1
65,750,000
6.0
   
Loans
Balance ($)
Pool
   
Mortgage
Cut-off Date
% of
Virginia
3
37,397,000
3.4
 
49 - 54
2
19,284,463
1.8
   
Loans
Balance ($)
Pool
Michigan
1
34,956,343
3.2
 
55 - 60
5
229,423,083
20.9
 
1.11 - 1.20
1
62,896,233
5.7
Mexico
1
34,638,607
3.2
 
109 - 114
3
25,548,434
2.3
 
1.21 - 1.30
2
27,521,964
2.5
Minnesota
1
32,500,000
3.0
 
115 - 120
28
824,439,621
75.0
 
1.31 - 1.40
7
158,543,337
14.4
Illinois
1
30,055,000
2.7
 
Total:
38
$1,098,695,600
100.0%
 
1.41 - 1.50
8
299,168,380
27.2
New Jersey
4
28,803,321
2.6
 
Min: 53
Max: 120
Wtd Avg: 104
   
1.51 - 1.60
4
118,978,929
10.8
Colorado
2
23,465,792
2.1
           
1.61 - 1.70
6
140,349,323
12.8
Tennessee
1
20,800,000
1.9
 
Original Amortization Term (mos.)
   
1.71 - 1.80
2
54,500,000
5.0
Nevada
2
17,228,000
1.6
           
1.81 - 1.90
2
40,309,463
3.7
Kansas
3
16,299,765
1.5
   
No. of
Aggregate
   
1.91 - 2.00
2
18,739,699
1.7
Georgia
2
14,760,700
1.3
   
Mortgage
Cut-off Date
% of
 
2.21 - 2.30
1
9,957,464
0.9
Arizona
2
7,754,000
0.7
   
Loans
Balance ($)
Pool
 
2.41 - 2.50
1
63,747,000
5.8
Rhode Island
1
3,360,000
0.3
 
Interest Only
1
6,975,000
0.6
 
2.61 - 2.70
1
99,751,207
9.1
North Carolina
1
1,861,060
0.2
 
240
1
1,861,060
0.2
 
2.91 - 3.00
1
4,232,601
0.4
Oregon
1
670,000
0.1
 
300
7
171,761,358
15.6
 
Total:
38
$1,098,695,600
100.0%
Total:
77
$1,098,695,600
100.0%
 
313
1
62,428,188
5.7
 
Min: 1.12x
Max: 2.91x
Wtd Avg: 1.66x
 
         
360
28
855,669,995
77.9
         
Property Type
       
Total:
38
$1,098,695,600
100.0%
 
UW NOI Debt Yield (%)
         
Non-Zero Min: 240
Max: 360
Non-Zero Wtd Avg: 348
         
 
No. of
Aggregate
               
No. of
Aggregate
 
 
Mortgaged
Cut-off Date
% of
 
Remaining Amortization Term (mos.)
     
Mortgage
Cut-off Date
% of
 
Properties
Balance ($)
Pool
             
Loans
Balance ($)
Pool
Retail
36
464,445,980
42.3
   
No. of
Aggregate
   
8.6 - 9.0
1
75,000,000
6.8
Anchored
28
230,320,100
21.0
   
Mortgage
Cut-off Date
% of
 
9.1 - 9.5
3
47,021,869
4.3
Super Regional Mall
1
130,000,000
11.8
   
Loans
Balance ($)
Pool
 
9.6 - 10.0
4
189,737,607
17.3
Regional Mall
1
65,750,000
6.0
 
Interest Only
1
6,975,000
0.6
 
10.1 - 10.5
4
122,068,109
11.1
Unanchored
6
38,375,880
3.5
 
231 - 300
8
173,622,418
15.8
 
10.6 - 11.0
5
112,364,277
10.2
Hospitality
9
189,144,770
17.2
 
301 - 350
2
82,609,452
7.5
 
11.1 - 11.5
3
113,182,291
10.3
Full Service
6
165,960,670
15.1
 
351 - 360
27
835,488,731
76.0
 
11.6 - 12.0
4
106,032,819
9.7
Limited Service
2
15,306,948
1.4
 
Total:
38
$1,098,695,600
100.0%
 
12.1 - 12.5
1
22,000,000
2.0
Extended Stay
1
7,877,152
0.7
 
Non-Zero Min:  234
Max: 360
Non-Zero  Wtd Avg: 346
 
12.6 - 13.0
3
40,922,265
3.7
Office
6
158,265,421
14.4
           
13.6 - 14.0
1
7,728,929
0.7
Suburban
3
71,957,464
6.5
           
14.1 - 14.5
2
29,184,528
2.7
Urban
2
69,871,233
6.4
           
14.6 - 15.0
1
12,309,463
1.1
Medical
1
16,436,723
1.5
           
15.1 >=
6
221,143,444
20.1
Manufactured Housing
9
93,802,000
8.5
           
Total:
38
$1,098,695,600
100.0%
Commercial Condominium
1
75,000,000
6.8
           
Min: 8.7%
Max: 24.8%
Wtd Avg: 12.7%
 
Multifamily
3
55,800,000
5.1
                   
Senior Housing
1
22,000,000
2.0
                   
Garden/Military Housing
1
20,800,000
1.9
                   
Student Housing
1
13,000,000
1.2
                   
Self Storage
12
51,256,403
4.7
                   
Industrial
1
10,981,025
1.0
                   
Flex Industrial
1
10,981,025
1.0
                   
Total:
77
$1,098,695,600
100.0%
                   
 

(1)
All numerical information concerning the mortgage loans is approximate. All weighted average information regarding the mortgage loans reflects the weighting of the mortgage loans based on their outstanding principal balances as of the Cut-off Date. State and Property Type tables reflect allocated loan amounts in the case of mortgage loans secured by multiple properties. Original and Remaining Term to Maturity/ARD tables are based on the anticipated repayment dates for mortgage loans with anticipated repayment dates. The sum of numbers and percentages in columns may not match the “Total” due to rounding. Additionally, loan-to-value ratios and debt service coverage ratios are calculated for mortgage loans without regard to any additional indebtedness that may be incurred at a future date. With respect to Mortgage Loan No. 22, Horizon Park Shopping Center, the appraised value represents the “as-stabilized” value as of June 1, 2012, which is dependent on certain repairs to be made in year 1 of the loan term, most of which have been completed. As upfront escrows of $81,625 and $929,100 were taken for deferred maintenance and roof repairs, respectively, at closing, the “as-stabilized” value is utilized. The “as-is” value as of June 8, 2011 is $19,200,000.
 
(2)
“California-Northern” includes zip codes above 93600, and “California-Southern” includes zip codes at or below 93600.
 
This is not a research report and was not prepared by the Morgan Stanley or BofA Merrill Lynch research departments. Please see additional important information and qualifications at the end of this Term Sheet.
 
 
T-22

 
 
MSC 2012-C4
Collateral Statistics
 
Prepayment Restrictions
 
Percentage of Collateral by Prepayment Restrictions (%)(1)(2)(3)
 
Prepayment Restrictions
March 2012
March 2013
March 2014
March 2015
March 2016
Locked Out
80.6%
80.5%
78.2%
78.3%
78.3%
Greater of YM and 1.00%
19.4%
19.5%
21.8%
21.7%
21.7%
Open
0.0%
0.0%
0.0%
0.0%
0.0%
TOTALS
100.0%
100.0%
100.0%
100.0%