**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-K**

 

(Mark One)

**/X/ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934**

**For the fiscal year ended December 31, 2016or**

**/ /  ****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

**For the transition period from _____ to _____Commission file number of the issuing entity: 333-165147-01**

**Central Index Key Number of the issuing entity:0001529658**

**J.P. Morgan Chase CommercialMortgage Securities Trust 2011-C5**

**(exact name of the issuing entity as specified in itscharter)**

** **

**Central Index Key Number of the depositor: 0001013611**

**J.P. Morgan Chase CommercialMortgage Securities Corp.**

**(exact name of the depositor as specified in itscharter)**

** **

**Central Index Key Number of the sponsor: 0000835271**

**JPMorgan Chase Bank, NationalAssociation**

**(exact name of the sponsor as specified in its charter)**

** **

| **New York****(State or other jurisdiction of  incorporation or organization of**

**the issuing entity)** | **38-3851352**

**38-3851353**

**38-7003224**

**(I.R.S. Employer**

**Identification Numbers)** |
|------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|

**c/o Wells Fargo Bank, National Association**

**as Certificate Administrator**

**9062 Old Annapolis Road**

**Columbia, MD**

**(Address of principalexecutive offices of the issuing entity)**

**21045**

**(Zip Code)**

**Registrant’s telephonenumber, including area code:**

**(212) 272-6858**

Securities registered pursuant to Section 12(b) of theAct:  None.

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-knownseasoned issuer, as defined in Rule 405 of the Securities Act.  / / Yes/X/No

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act.  / / Yes /X/No

Indicate by check mark whether the registrant (1) has filedall reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.  /X/Yes / /No

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (Section 232.405 of this chapter) during the preceding 12 months(or for such shorter period that the registrant was required to submit and postsuch files).

Not applicable.

Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form10-K.   

Not applicable.

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer, or a smaller reportingcompany. See definitions of “large accelerated filer”,“accelerated filer” and “smaller reporting company” inRule 12b-2 of the Exchange Act.

Large accelerated filer         //                                                                                                        Acceleratedfiler                                     / /

Non-acceleratedfiler           /X/  (Donot check if a smaller reporting company)                           Smaller reportingcompany                    / /

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Act).  / / Yes /X/No

State the aggregate market value of the voting and non-votingcommon equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price ofsuch common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter.

Not applicable.

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Section 12, 13 or 15(d) of theSecurities Exchange Act of 1934 subsequent to the distribution of securitiesunder a plan confirmed by a court.  / / Yes / /No

Not applicable.

Indicate the number of shares outstanding of each of theregistrant’s classes of common stock, as of the latest practicable date.

Not applicable.

**DOCUMENTS INCORPORATED BY REFERENCE**

** **

List hereunder the following documents if incorporated byreference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) intowhich the document is incorporated: (1) Any annual report to security holders;(2) Any proxy or information statement; and (3) Any prospectus filed pursuantto Rule 424(b) or (c) under the Securities Act of 1933. The listed documentsshould be clearly described for identification purposes (e.g., annual report tosecurity holders for fiscal year ended December 24, 1980).

Not applicable.

 

 

**EXPLANATORY NOTE**

 

With regard to the servicing criterion set forth in Item1122(d)(4)(iv), Torchlight Loan Services, LLC, as special servicer, hasindicated that the criterion is not applicable. Under the terms of the relatedpooling and servicing agreement, the master servicer may perform this servicingfunction, and Torchlight Loan Services, LLC understands that the masterservicer and the primary servicer have included this criterion in their ownassessments of compliance for this transaction.

**PART I**

**Item 1.  Business.**

Omitted.

**Item 1A.  Risk Factors.**

Omitted.

**Item 1B.  Unresolved Staff Comments.**

None.

**Item 2.  Properties.**

Omitted.

**Item 3.  Legal Proceedings.**

Omitted.

**Item 4.  Mine Safety Disclosures.**

Not applicable.

**PART II**

**Item 5.  Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.**

Omitted.

**Item 6.  Selected Financial Data.**

Omitted.

**Item 7.  Management’s Discussion and Analysisof Financial Condition and Results of Operations.**

Omitted.

**Item 7A.  Quantitative and Qualitative DisclosuresAbout Market Risk.**

Omitted.

**Item 8.  Financial Statements and Supplementary Data.**

Omitted.

**Item 9.  Changes in and Disagreements WithAccountants on Accounting and Financial Disclosure.**

Omitted.

**Item 9A.  Controls and Procedures.**

Omitted.

**Item 9B.  Other Information.**

None.

**PART III**

**Item 10.  Directors, Executive Officers and CorporateGovernance.**

Omitted.

**Item 11.  Executive Compensation.**

Omitted.

**Item 12.  Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters.**

Omitted.

**Item 13.  Certain Relationships and RelatedTransactions, and Director Independence.**

Omitted.

**Item 14.  Principal Accounting Fees and Services.**

Omitted.

**ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB**

**Item 1112(b) of Regulation AB, Significant ObligorFinancial Information.**

The InterContinental Hotel Chicago Mortgage Loan (Loan # 1 onAnnex A-1 of the prospectus supplement of the registrant relating to theissuing entity filed on September 26, 2011 pursuant to Rule 424(b)(5))constitutes a significant obligor within the meaning of Item 1101(k)(2) ofRegulation AB as disclosed in the prospectus supplement. In accordance withItem 1112(b) of Regulation AB, the most recent unaudited net operating incomeof the significant obligor was $18,214,582.00 for the twelve- month periodended December 31, 2016.

 

SunTrustBank, the lessee at the mortgaged properties that secure the SunTrust BankPortfolio I Mortgage Loan and the SunTrust Bank Portfolio II Mortgage Loan(Loan # 2 and Loan # 13, respectively, on Annex A-1 of the prospectussupplement of the registrant relating to the issuing entity filed on September26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor withinthe meaning of Item 1101(k)(3) of Regulation AB as disclosed in the prospectussupplement. Year-end financial information required under Item 1112(b) ofRegulation AB can be found in the tables below.

 

303Peachtree Street, NortheastAtlanta, GA 30308FDIC Certificate #: 867 Bank Charter Class: SM

| *** ***

***Definition***                                  | *** ***

***Dollar figures in thousands*** | ** **

**SunTrust  Bank** |
|-----------------------------------------------------------------|-------------------------------------------------|--------------------------------|
| ** **                                                      | ** **                                      | **Atlanta,  GA**               |
| ** **                                                      | ** **                                      | **December  31, 2016**         |
| **Income  and Expense**                                         | ** **                                      |                           |
| 1   Number of institutions reporting                       |                                            | 1                              |
| 2   Total interest income                                  |                                            | 5,736,248                      |
| 3   Total interest expense                                 |                                            | 412,965                        |
| 4   Net interest income                                    |                                            | 5,323,283                      |
| 5   Provision for loan and lease losses                    |                                            | 439,682                        |
| 6   Total noninterest income                               |                                            | 2,929,446                      |
| 7   Fiduciary activities                                   |                                            | 265,012                        |
| 8   Service charges on deposit accounts                    |                                            | 670,259                        |
| 9   Trading account gains & fees                       |                                            | 153,305                        |
| 10  Additional noninterest income                               |                                            | 1,840,870                      |
| 11  Total noninterest expense                                   |                                            | 4,975,546                      |
| 12  Salaries and employee benefits                              |                                            | 2,546,796                      |
| 13  Premises and equipment expense                              |                                            | 495,403                        |
| 14  Additional noninterest expense                              |                                            | 1,933,347                      |
| 15  Pre-tax net operating income                                |                                            | 2,837,501                      |
| 16  Securities gains (losses)                                   |                                            | 4,348                          |
| 17  Applicable income taxes                                     |                                            | 863,601                        |
| 18  Income before extraordinary items                           |                                            | 1,978,248                      |
| 19  Discontinued Operations (Extraordinary gains – net)   |                                            | 0                              |
| 20  Net income attributable to bank                             |                                            | 1,969,279                      |
| 21  Net income attributable to noncontrolling interests         |                                            | 8,969                          |
| 22  Net income attributable to bank and                         |                                            | 1,978,248                      |
|        noncontrolling interests        |                                            |                           |
| 23  Net charge-offs                                             |                                            | 482,683                        |
| 24  Cash dividends                                              |                                            | 1,300,006                      |
| 25  Sale, conversion, retirement of capital stock, net          |                                            | 0                              |
| 26  Net operating income                                        |                                            | 1,975,204                      |
| *** ***

***Definition***                                  | *** ***

***Dollar figures in thousands*** | ** **

**SunTrust  Bank** |
| ** **                                                      | ** **                                      | **Atlanta,  GA**               |
| ** **                                                      | ** **                                      | December  31, 2016             |
| **Assets  and Liabilities**                                     | ** **                                      |                           |
| 1   Total employees (full-time equivalent)                 |                                            | 22,543                         |
| 2   Total assets                                           |                                            | 200,557,635                    |
| 3   Cash and due from depository institutions              |                                            | 5,091,199                      |
| 4   Interest-bearing balances                              |                                            | 2,923,462                      |
| 5   Securities                                             |                                            | 29,979,571                     |
| 6   Federal funds sold & reverse repurchase agreements |                                            | 170,728                        |
| 7   Net loans & leases                                 |                                            | 145,914,760                    |
| 8   Loan loss allowance                                    |                                            | 1,708,288                      |
| 9   Trading account assets                                 |                                            | 4,028,622                      |
| 10  Bank premises and fixed assets                              |                                            | 1,367,192                      |
| 11  Other real estate owned                                     |                                            | 123,690                        |
| 12  Goodwill and other intangibles                              |                                            | 7,532,722                      |
| 13  All other assets                                            |                                            | 6,349,151                      |
| 14  Total liabilities and capital                               |                                            | 200,557,635                    |
| 15  Total liabilities                                           |                                            | 176,999,726                    |
| 16  Total deposits                                              |                                            | 162,368,587                    |
| 17  Interest-bearing deposits                                   |                                            | 121,857,322                    |
| 18  Deposits held in domestic offices                           |                                            | 161,758,587                    |
| 19  % insured                                                   |                                            | 57.29%                         |
| 20  Federal funds purchased & repurchase agreements         |                                            | 2,475,842                      |
| 21  Trading liabilities                                         |                                            | 218,976                        |
| 22  Other borrowed funds                                        |                                            | 7,501,378                      |
| 23  Subordinated debt                                           |                                            | 1,693,742                      |
| 24  All other liabilities                                       |                                            | 2,741,201                      |
| 25  Total equity capital                                        |                                            | 23,557,909                     |
| 26  Total bank equity capital                                   |                                            | 23,449,592                     |
| 27  Perpetual preferred stock                                   |                                            | 0                              |
| 28  Common stock                                                |                                            | 21,600                         |
| 29  Surplus                                                     |                                            | 13,391,043                     |
| 30  Undivided profits                                           |                                            | 10,036,949                     |
| 31  Noncontrolling interests in consolidated subsidiaries       |                                            | 108,317                        |

 

| **Memoranda:**                                                    | ** ** | ** **  |
|-------------------------------------------------------------------|------------|-------------|
| 32  Noncurrent loans and leases                                   |       | 2,134,369   |
| 33  Noncurrent loans that are wholly or partially                 |       | 1,283,757   |
|        guaranteed by the U.S. government |       |        |
| 34  Income earned, not collected on loans                         |       | 690,521     |
| 35  Earning assets                                                |       | 182,110,199 |
| 36  Long-term assets (5+ years)                                   |       | 61,956,539  |
| 37  Average Assets, year-to-date                                  |       | 194,411,277 |
| 38  Average Assets, quarterly                                     |       | 200,379,200 |
| 39  Total risk weighted assets                                    |       | 173,084,528 |
| 40  Adjusted average assets for leverage capital                  |       | 192,827,104 |
|        purposes                          |       |        |
| 41  Life insurance assets                                         |       | 1,224,261   |
| 42  General account life insurance assets                         |       | 898,935     |
| 43  Separate account life insurance assets                        |       | 150,155     |
| 44  Hybrid life insurance assets                                  |       | 175,171     |
| 45  Volatile liabilities                                          |       | 5,895,145   |
| 46  Insider loans                                                 |       | 514,670     |
| 47  FHLB advances                                                 |       | 2,754,456   |
| 48  Loans and leases held for sale                                |       | 4,164,632   |
| 49  Unused loan commitments                                       |       | 92,748,226  |
| 50  Tier 1 (core) risk-based capital                              |       | 18,572,884  |
| 51  Tier 2 risk-based capital                                     |       | 2,702,948   |
| 52  Total unused commitments                                      |       | 92,748,226  |
| 53  Derivatives                                                   |       | 289,502,552 |

**Item 1114(b)(2) of Regulation AB, Significant EnhancementProvider Financial Information.**

No entity or group of affiliated entities provides any external creditenhancement or other support for the certificates within this transaction asdescribed under Item 1114(a) of Regulation AB.

**Item 1115(b) of Regulation AB, Certain DerivativesInstruments (Financial Information).**

No entity or group of affiliated entities provides anyderivative instruments or other support for the certificates within thistransaction as described under Item 1115 of Regulation AB.

**Item 1117 of Regulation AB, Legal Proceedings.**

The registrant knows of no material pending legal proceedinginvolving the trust or any party related to the trust, other than routinelitigation incidental to the duties of those respective parties, and the following,with respect to Wells Fargo Bank, National Association, as trustee, payingagent and custodian, and KeyBank National Association (as successor to KeyCorpReal Estate Capital Markets, Inc.), as primary servicer:

 On June 18, 2014, a group of institutional investorsfiled a civil complaint in the Supreme Court of the State of New York, New YorkCounty, against Wells Fargo Bank, N.A. (“Wells Fargo Bank”),in its capacity as trustee under 276 residential mortgage backed securities(“RMBS”) trusts, which was later amended on July 18, 2014,to increase the number of trusts to 284 RMBS trusts. On November 24, 2014, theplaintiffs filed a motion to voluntarily dismiss the state court action withoutprejudice. That same day, a group of institutional investors filed a putativeclass action complaint in the United States District Court for the SouthernDistrict of New York (the “District Court”) against WellsFargo Bank, alleging claims against the bank in its capacity as trustee for 274RMBS trusts (the “Federal Court Complaint”). In December2014, the plaintiffs’ motion to voluntarily dismiss their original statecourt action was granted. As with the prior state court action, the FederalCourt Complaint is one of six similar complaints filed contemporaneouslyagainst RMBS trustees (Deutsche Bank, Citibank, HSBC, Bank of New York Mellonand US Bank) by a group of institutional investor plaintiffs. The Federal CourtComplaint against Wells Fargo Bank alleges that the trustee caused losses toinvestors and asserts causes of action based upon, among other things, thetrustee's alleged failure to: (i) notify and enforce repurchase obligations ofmortgage loan sellers for purported breaches of representations and warranties,(ii) notify investors of alleged events of default, and (iii) abide byappropriate standards of care following alleged events of default. Reliefsought includes money damages in an unspecified amount, reimbursement ofexpenses, and equitable relief. Other cases alleging similar causes of action havebeen filed against Wells Fargo Bank and other trustees in the District Court byRMBS investors in these and other transactions, and these cases against WellsFargo Bank are proceeding before the same District Court judge. A similarcomplaint was also filed May 27, 2016 in New York state court by a differentplaintiff investor. On January 19, 2016, an order was entered in connectionwith the Federal Court Complaint in which the District Court declined toexercise jurisdiction over 261 trusts at issue in the Federal Court Complaint;the District Court also allowed plaintiffs to file amended complaints as to theremaining, non-dismissed trusts, if they so chose, and three amended complaintshave been filed. On December 17, 2016, the investor plaintiffs in the 261trusts dismissed from the Federal Court Complaint filed a new complaint in NewYork state court (the “State Court Complaint”). Motions todismiss all of the actions are pending except for the recently filed StateCourt Complaint. There can be no assurances as to the outcome of thelitigations, or the possible impact of the litigations on the trustee or theRMBS trusts. However, Wells Fargo Bank denies liability and believes that ithas performed its obligations under the RMBS trusts in good faith, that itsactions were not the cause of any losses to investors, and that it hasmeritorious defenses, and it intends to contest the plaintiffs’ claimsvigorously.

On February 23, 2016, a certificate holder of the J.P. MorganChase Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the “Trust”)filed suit in the Supreme Court of New York, County of New York, againstKeyBank National Association and Berkadia Commercial Mortgage LLC(collectively, the “Servicers”).  The suit was filedderivatively on behalf of the Trust.  The action was brought in connectionwith the Servicers’ determination of the fair value of a loan, secured bythe Bryant Park Hotel in New York City, held by the Trust and sold to anassignee of the Trust’s directing certificate holder, pursuant to anexercise of the fair value option set forth in the Pooling and ServicingAgreement governing the Trust.  There can be no assurances as to theoutcome of the action or the possible impact of the litigation on theServicers.  Both Servicers deny liability, believe that they performedtheir obligations in accordance with the terms of the Pooling and ServicingAgreement, and have contested the claims asserted against them, filing a motionto dismiss the case.  On November 28, 2016, the Servicers’ motion todismiss was granted.  The plaintiff certificate holder has filed a noticeof appeal, and the appeal is pending.

**Item 1119 of Regulation AB, Affiliations and CertainRelationships and Related Transactions.**

The information regarding this Item has been previouslyprovided in a prospectus supplement of the Registrant relating to the issuingentity filed on September 26, 2011 pursuant to Rule 424(b)(5).

**Item 1122 of Regulation AB, Compliance with ApplicableServicing Criteria.**

The reports on assessments of compliance with the servicingcriteria for asset-backed securities and related attestation reports on suchassessments of compliance with respect to the mortgage loans are attachedhereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AAto the Pooling and Servicing Agreement incorporated by reference as Exhibit 4to this Annual Report on Form 10-K is a chart identifying the entitiesparticipating in a servicing function for the transaction responsible for eachapplicable servicing criteria set forth in Item 1122(d).

**Item 1123 of Regulation AB, Servicer Compliance Statement.**

The servicer compliance statements are attached as Exhibitsto this Annual Report on Form 10-K.

**PART IV**

**Item15. Exhibits, Financial Statement Schedules**

 

(a)The following is a list of documents filed as part of this Annual Report onForm 10-K:

 

(1)Not applicable

 

(2)Not applicable

 

(3)See below

 

4Pooling and Servicing Agreement, dated as of September 1, 2011, by and among J.P.Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Trustee and Paying Agent, and Pentalpha Surveillance LLC, asSenior Trust Advisor (filed as Exhibit 4 to the registrant’s AmendmentNo. 1 to Annual Report on Form 10 K/A filed on July 27, 2012 under CommissionFile No. 333-165147-01 and incorporated by reference herein).

 

31Rule 13a-14(d)/15d-14(d) Certifications.

 

33Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

| 33.1 Midland Loan Services,   a Division of PNC Bank, National Association, as Master Servicer                       |
|----------------------------------------------------------------------------------------------------------------------|
| 33.2 Torchlight Loan  Services, LLC, as Special Servicer                                                             |
| 33.3 Wells Fargo Bank,  National Association, as Trustee and Paying Agent                                            |
| 33.4 Wells Fargo Bank,  National Association, as Custodian                                                           |
| 33.5 Pentalpha Surveillance  LLC, as Senior Trust Advisor                                                            |
| 33.6 KeyBank National  Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as  Primary Servicer |

 

34Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

| 34.1 Midland Loan Services,   a Division of PNC Bank, National Association, as Master Servicer                       |
|----------------------------------------------------------------------------------------------------------------------|
| 34.2 Torchlight Loan  Services, LLC, as Special Servicer                                                             |
| 34.3 Wells Fargo Bank,  National Association, as Trustee and Paying Agent                                            |
| 34.4 Wells Fargo Bank,  National Association, as Custodian                                                           |
| 34.5 Pentalpha Surveillance  LLC, as Senior Trust Advisor                                                            |
| 34.6 KeyBank National  Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as  Primary Servicer |

 

35Servicer compliance statements.

| 35.1 Midland Loan Services,   a Division of PNC Bank, National Association, as Master Servicer                       |
|----------------------------------------------------------------------------------------------------------------------|
| 35.2 Torchlight Loan  Services, LLC, as Special Servicer                                                             |
| 35.3 Wells Fargo Bank,  National Association, as Paying Agent                                                        |
| 35.4 KeyBank National  Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as  Primary Servicer |

 

99.1Mortgage Loan Purchase Agreement, dated as of September 29, 2011, between J.P.Morgan Chase Commercial Mortgage Securities Corp., as Purchaser, and JPMorganChase Bank, National Association, as Seller (filed as Exhibit 99.1 to theregistrant’s Amendment No. 1 to Annual Report on Form 10 K/A filed onJuly 27, 2012 under Commission File No. 333-165147-01 and incorporated byreference herein)

 

99.2Subservicing Agreement, dated as of September 1, 2011, between Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer, andKeyCorp Real Estate Capital Markets, Inc., as Subservicer (filed as Exhibit99.2 to the registrant’s Amendment No. 1 to Annual Report on Form 10 K/Afiled on July 27, 2012 under Commission File No. 333-165147-01 and incorporatedby reference herein)

 

(b)The exhibits required to be filed by the Registrant pursuant to Item 601 ofRegulation S-K are listed above and in the Exhibit Index that immediatelyfollows the signature page hereof.

 

(c)Not Applicable.

 

**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 

J.P.Morgan Chase Commercial Mortgage Securities Corp.

(Depositor)

 

/s/Kunal K. Singh

KunalK. Singh, President and Chief Executive Officer 

(seniorofficer in charge of securitization of the depositor)

 

Date:March 21, 2017

 

 

Exhibit Index

 

Exhibit No.

 

4Pooling and Servicing Agreement, dated as of September 1, 2011, by and amongJ.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer,Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, NationalAssociation, as Trustee and Paying Agent, and Pentalpha Surveillance LLC, asSenior Trust Advisor (filed as Exhibit 4 to the registrant’s AmendmentNo. 1 to Annual Report on Form 10 K/A filed on July 27, 2012 under CommissionFile No. 333-165147-01 and incorporated by reference herein).

 

31Rule 13a-14(d)/15d-14(d) Certifications.

 

33Reports on assessment of compliance with servicing criteria for asset-backedsecurities.

| 33.1 Midland Loan Services,   a Division of PNC Bank, National Association, as Master Servicer                       |
|----------------------------------------------------------------------------------------------------------------------|
| 33.2 Torchlight Loan  Services, LLC, as Special Servicer                                                             |
| 33.3 Wells Fargo Bank,  National Association, as Trustee and Paying Agent                                            |
| 33.4 Wells Fargo Bank,  National Association, as Custodian                                                           |
| 33.5 Pentalpha Surveillance  LLC, as Senior Trust Advisor                                                            |
| 33.6 KeyBank National  Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as  Primary Servicer |
|                                                                                                                 |   |

34Attestation reports on assessment of compliance with servicing criteria forasset-backed securities.

| 34.1 Midland Loan Services,   a Division of PNC Bank, National Association, as Master Servicer                       |
|----------------------------------------------------------------------------------------------------------------------|
| 34.2 Torchlight Loan  Services, LLC, as Special Servicer                                                             |
| 34.3 Wells Fargo Bank,  National Association, as Trustee and Paying Agent                                            |
| 34.4 Wells Fargo Bank,  National Association, as Custodian                                                           |
| 34.5 Pentalpha Surveillance  LLC, as Senior Trust Advisor                                                            |
| 34.6 KeyBank National  Association (as successor to KeyCorp Real Estate Capital Markets, Inc.), as  Primary Servicer |
|                                                                                                                 |   |

35Servicer compliance statements.

| 35.1 Midland Loan Services,   a Division of PNC Bank, National Association, as Master Servicer                       |
|----------------------------------------------------------------------------------------------------------------------|
| 35.2 Torchlight Loan  Services, LLC, as Special Servicer                                                             |
| 35.3 Wells Fargo Bank,  National Association, as Paying Agent                                                        |
| 35.4 KeyBank National Association  (as successor to KeyCorp Real Estate Capital Markets, Inc.), as Primary  Servicer |

 

99.1Mortgage Loan Purchase Agreement, dated as of September 29, 2011, between J.P.Morgan Chase Commercial Mortgage Securities Corp., as Purchaser, and JPMorganChase Bank, National Association, as Seller (filed as Exhibit 99.1 to theregistrant’s Amendment No. 1 to Annual Report on Form 10 K/A filed onJuly 27, 2012 under Commission File No. 333-165147-01 and incorporated byreference herein)

 

99.2Subservicing Agreement, dated as of September 1, 2011, between Midland LoanServices, a Division of PNC Bank, National Association, as Master Servicer, andKeyCorp Real Estate Capital Markets, Inc., as Subservicer (filed as Exhibit99.2 to the registrant’s Amendment No. 1 to Annual Report on Form 10 K/Afiled on July 27, 2012 under Commission File No. 333-165147-01 and incorporatedby reference herein)