EX-33.3
 March 9, 2012
   Management's Report on Assessment of 2011 Compliance by Pentalpha
 Surveillance, LLC with Regulation AB Servicing Criteria
  Pentalpha Surveillance, LLC (the Asserting Party) is responsible for assessing
 its compliance, as of and for the period ended December 31, 2011, with the
 servicing criteria set forth in Title 17, Section 229.1122(d) of the Code of
 Federal Regulations.
  The assessment concerns the Asserting Party's servicing efforts for its
 servicing "Platform," which consists of its servicing activities encompassed by
 contractual obligations to perform Regulation AB reporting. (see Exhibit A for a
 list of the Asserting Party's Platform of required reporting by the servicing
 agreements.)
  The Asserting Party is responsible for assessing its compliance with the
 servicing criteria applicable to it. The Asserting Party used the criteria in
 paragraph (d) of Section 1122 of Regulation AB (17 C.F.R.229.1122) to assess its
 compliance.
  Based on such assessment, the Asserting Party believes that, as of and for the
 period the contractual obligation began through December 31, 2011, the Asserting
 Party has complied in all material respects with the servicing criteria set
 forth in Item 1122(d) of Regulation AB relating to its operational advisor role
 in the servicing of the Platform, except for servicing criteria
 1122(d)(1)(i-iv), 1122(d)(2)(i-vii), 1122(d)(3)(ii-iv), 1122(d)(4)(viii-xv),
 which the Asserting Party has determined as being inapplicable to the activities
 it performs with respect the Platform being serviced (the "applicable servicing
 criteria").
  McGladrey & Pullen, LLP, an independent registered public accounting firm, has
 issued an attestation report on the assessment of compliance with the applicable
 servicing criteria for the reporting period as set forth in this assertion.
   Page 2
   (page)
   Regulation AB Section 229.1122(d) Servicing Criteria
  <TABLE>
 <CAPTION>
  Regulation AB Reference                 Servicing Criterion
 
                                     <c>
  1122(d)(1)(i)                           Policies and procedures are instituted to monitor any performance
 or other triggers and events of default in accordance with the
 transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(1)(ii)                          If any material servicing activities are outsourced to third parties,
 policies and procedures are instituted to monitor the third party's
 performance and compliance with such servicing activities.
  Applicability/Compliance:               Not applicable.
   1122(d)(1)(iii)                         Any requirements in the transaction agreements to maintain a
 backup servicer for the mortgage loans are maintained.
  Applicability/Compliance:               Not applicable.
   1122(d)(1)(iv)                          A fidelity bond and errors and omissions policy is in effect on the
 party participating in the servicing function throughout the reporting
 period in the amount of coverage required by and otherwise in
 accordance with the terms of the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(2)(i)                           Payments on pool assets are deposited into the appropriate
 custodial bank accounts and related bank clearing accounts within
 no more than two business days of receipt, or such other number
 of days specified in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(2)(ii)                          Disbursements made via wire transfer on behalf of an obligor or to
 an investor are made only by authorized personnel.
  Applicability/Compliance:               Not applicable.
   1122(d)(2)(iii)                         Advances of funds or guarantees regarding collections, cash flows
 or distributions, and any interest or other fees charged for such
 advances are made, reviewed and approved as specified in the
 transaction documents.
  Applicability/Compliance:               Not applicable.
  </TABLE>
   3
   (page)
   <TABLE>
 <CAPTION>
  Regulation AB Reference                 Servicing Criterion
 
                                     <c>
  1122(d)(2)(iv)                          The related accounts for the transaction, such as cash reserve
 accounts or accounts established as a form of overcollateralization,
 are separately maintained (e.g., with respect to commingling of
 cash) as set forth in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(2)(v)                           Each custodial account is maintained at a federally insured
 depository institution as set forth in the transaction agreements.
 For purposes of this criterion, "federally insured depository
 institution" with respect to a foreign financial institution means a
 foreign financial institution that meets the requirements of
 Section 240.13k-1 (b)(1) of this chapter.
  Applicability/Compliance:               Not applicable.
   1122(d)(2)(vi)                          Unissued checks were safeguarded so as to prevent unauthorized
 access.
  Applicability/Compliance:               Not applicable.
   1122(d)(2)(vii)                         Reconciliations are prepared on a monthly basis for all asset-
 backed securities-related bank accounts, including custodial
 accounts and related bank clearing accounts. These
 reconciliations: (A) are mathematically accurate; (B) are prepared
 within 30 calendar days after the bank statement cutoff date, or
 such other number of days specified in the transaction agreements;
 (C) are reviewed and approved by someone other than the person
 who prepared the reconciliation; and (D) contain explanations for
 reconciling items. These reconciling items are resolved within
 90 calendar days of their original identification, or such other
 number of days specified in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(3)(i)(A)                        Reports to investors, including those to be filed with the
 Commission, are maintained in accordance with the transaction
 agreements and applicable Commission requirements. Specifically,
 such reports are prepared in accordance with time frames and
 other terms set forth in the transaction agreements.
  Applicability/Compliance:               Applicable.
   1122(d)(3)(i)(B)                        Reports to investors, including those to be filed with the
 Commission, are maintained in accordance with the transaction
 agreements and applicable Commission requirements. Specifically,
 such reports provide information calculated in accordance with the
 terms specified in the transaction agreements.
  Applicability/Compliance:               Applicable.
  </TABLE>
   4
   (page)
   <TABLE>
 <CAPTION>
  Regulation AB Reference                 Servicing Criterion
 
                                     <c>
  1122(d)(3)(i)(C)                        Reports to investors, including those to be filed with the
 Commission, are maintained in accordance with the transaction
 agreements and applicable Commission requirements. Specifically,
 such reports are filed with the Commission as required by its rules
 and regulations.
  Applicability/Compliance:               Applicable.
   1122(d)(3)(i)(D)                        Reports to investors, including those to be filed with the
 Commission, are maintained in accordance with the transaction
 agreements and applicable Commission requirements. Specifically,
 such reports agree with investors or the trustee's records as to the
 total unpaid principal balance and number of mortgage loans
 serviced by the servicer.
  Applicability/Compliance:               Applicable.
   1122(d)(3)(ii)                          Amounts due to investors are allocated and remitted in accordance
 with time frames, distribution priority and other terms set forth in
 the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(3)(iii)                         Disbursements made to an investor are posted within two business
 days to the servicer's investor records, or such other number of
 days specified in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(3)(iv)                          Amounts remitted to investors per the investor reports agree with
 canceled checks, or other form of payment, or custodial bank
 statements.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(i)                           Collateral or security on pool assets is maintained as required by
 the transaction agreements or related pool asset documents.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(ii)                          Pool assets and related documents are safeguarded as required
 by the transaction agreements.
  Applicability/Compliance:               Not applicable.
  </TABLE>
   5
   (page)
   <TABLE>
 <CAPTION>
  Regulation AB Reference                 Servicing Criterion
 
                                     <c>
  1122(d)(4)(iii)                         Any additions, removals or substitutions to the asset pool are
 made, reviewed and approved in accordance with any conditions
 or requirements in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(iv)                          Payments on pool assets, including any payoffs, made in
 accordance with the related pool asset documents are posted to
 the applicable servicer's obligor records maintained no more than
 two business days after receipt, or such other number of days
 specified in the transaction agreements, and allocated to principal,
 interest or other items (e g., escrow) in accordance with the related
 pool asset documents.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(v)                           The servicer's records regarding the pool assets agree with the
 servicer's records with respect to an obligor's unpaid principal
 balance.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(vi)                          Changes with respect to the terms or status of an obligor's pool
 asset (e.g., loan modifications or re-agings) are made, reviewed
 and approved by authorized personnel in accordance with the
 transaction agreements and related pool asset documents.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(vii)                         Loss mitigation or recovery actions (e.g., forbearance plans,
 modifications and deeds in lieu of foreclosure, foreclosures and
 repossessions, as applicable) are initiated, conducted and
 concluded in accordance with the time frames or other
 requirements established by the transaction agreements.
  Applicability/Compliance:               Applicable.
   1122(d)(4)(viii)                        Records documenting collection efforts are maintained during the
 period a pool asset is delinquent in accordance with the transaction
 agreements. Such records are maintained on at least a monthly
 basis, or such other period specified in the transaction agreements,
 and describe the entity's activities in monitoring delinquent pool
 assets including, for example, phone calls, letters and payment
 rescheduling plans in cases where delinquency is deemed
 temporary (e.g., illness or unemployment).
  Applicability/Compliance:               Not applicable.
  </TABLE>
   6
   (page)
   <TABLE>
 <CAPTION>
  Regulation AB Reference                 Servicing Criterion
 
                                     <c>
  1122(d)(4)(ix)                          Adjustments to interest rates or rates of return for pool assets with
 variable rates are computed based on the related pool asset
 documents.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(x)                           Regarding any funds held in trust for an obligor (such as escrow
 accounts): (A) such funds are analyzed, in accordance with the
 obligor's pool asset documents, on at least an annual basis, or
 such other period specified in the transaction agreements;
 (B) interest on such funds is paid, or credited, to obligors in
 accordance with applicable pool asset documents and state laws;
 and (C) such funds were returned to the obligor within 30 calendar
 days of full repayment of the related pool asset, or such other
 number of days specified in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(xi)                          Payments made on behalf of an obligor (such as tax or insurance
 payments) are made on or before the related penalty or expiration
 dates, as indicated on the appropriate bills or notices for such
 payments, provided that such support has been received by the
 servicer at least 30 calendar days prior to these dates, or such
 other number of days specified in the transaction agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(xii)                         Any late payment penalties in connection with any payment to be
 made on behalf of an obligor are paid from the servicer's funds and
 not charged to the obligor, unless the late payment was due to the
 obligor's error or omission.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(xiii)                        Disbursements made on behalf of an obligor are posted within two
 business days to the obligor's records maintained by the servicer,
 or such other number of days specified in the transaction
 agreements.
  Applicability/Compliance:               Not applicable.
   1122(d)(4)(xiv)                         Delinquencies, charge-offs and uncollectible accounts are
 recognized and recorded in accordance with the transaction
 agreements.
  Applicability/Compliance:               Not applicable.
  </TABLE>
   7
   (page)
   <TABLE>
 <CAPTION>
  Regulation AB Reference                 Servicing Criterion
 
                                     <c>
  1122(d)(4)(xv)                          Any external enhancement or other support, identified in Item
 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
 as set forth in the transaction agreements.
  Applicability/Compliance:               Not applicable.
  </TABLE>
   March 9, 2012
  /s/ James Callahan
 James Callahan, in his capacity as Executive Director
   /s/ Don Simon
 Don Simon, in his capacity as Chief Operating Officer
   8
   (page)
   Exhibit A
 Asserting Party's 2011 Servicing Platform by Issuer and Master Servicer
  <TABLE>
 <CAPTION>
  Platform and Public
 Issuer                              Name of Securitization                  Master Servicer
 
                                 <c>                                     <c>
  GS Mortgage Securities              Commercial Mortgage Pass-Through        Wells Fargo Bank, National
 Corporation II                      Certificates Series 2011-GC5            Association
   J.P Morgan Chase Commercial         J.P. Morgan Chase Commercial            Midland Loan Services, a division
 Mortgage Securities, Corp.          Mortgage Securities Trust 2011-C5       of PNC Bank, National Association
  </TABLE>
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