Attached files
| file | filename |
|---|---|
| EX-34.7 - ATTESTATION REPORT - J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 | jp28694378-ex34_7.htm |
| EX-33.7 - ASSESSMENT OF COMPLIANCE - J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 | jp28694378-ex33_7.htm |
| EX-99.3 - NOTICE LETTER - J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 | jp28694378-ex99_3.htm |
| EX-31 - SARBANES-OXLEY CERTIFICATION - J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 | jp28694378-ex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2012
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission file number: 333-165147-01
J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5
(exact name of issuing entity as specified in its charter)
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(exact name of the depositor as specified in its charter)
JPMorgan Chase Bank, National Association
(exact name of the sponsor as specified in its charter)
New York 38-3851352
(State or other jurisdiction of 38-3851353
incorporation or organization) 38-7003224
(I.R.S. Employer
Identification No.)
c/o Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, MD 21045
(Address of principal executive (Zip Code)
offices)
Telephone number, including area code: (410) 884-2000
Securities registered pursuant to Section 12(b) of the Act:
NONE.
Securities registered pursuant to Section 12(g) of the Act:
NONE.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ___ No X
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ___ No X
Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No ___
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation 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 post such files).
Not applicable.
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
Not applicable.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ___ No X
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
Not applicable.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document incorporated: (1)Any annual report to security holders; (2) Any proxy or information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2012 as filed with the Securities and Exchange Commission on March 28, 2013 (the “Original Form 10-K”) is (i) to file a revised Rule 13(a)-14(d)/15(d)-14(d) Certification in which the reference to the applicable servicers in paragraph 4 thereof has been modified and (ii)(a) to file a revised Report of Assessment of Compliance with Servicing Criteria for Wells Fargo Bank, National Association, as Custodian, dated August 12, 2013, as a replacement to the Report of Assessment of Compliance with Servicing Criteria filed as Exhibit 33.7 to the Original Form 10-K, and (b) to file a revised Attestation Report on Assessment of Compliance with Servicing Criteria for Wells Fargo Bank, National Association, as Custodian, dated August 12, 2013, as a replacement to the Attestation Report on Assessment of Compliance with Servicing Criteria filed as Exhibit 34.7 to the Original Form 10-K. Each replacement referred to in clause (ii) above is being made as a result of receipt by the depositor of a letter, dated August 13, 2013 (the “Notice Letter”), from the Corporate Trust Services Division of Wells Fargo Bank, National Association, a copy of which is filed as Exhibit 99.3 hereto, notifying the depositor of the revised reports and providing certain explanatory information related to those reports and certain reports previously delivered by Wells Fargo Bank, National Association, as Custodian, including the reports filed with the Annual Report on Form 10-K for the fiscal year ended December 31, 2011. The Custodian has informed the depositor that it does not plan to amend any past Assessment of Compliance with Servicing Criteria or related Attestation Report on Assessment of Compliance to address omitted transactions from the Custodian’s platform for those periods prior to 2012 discussed in the Notice Letter.
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 Analysis of Financial Condition
and Results of Operations.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Omitted.
Item 8. Financial Statements and Supplementary Data.
Omitted.
Item 9. Changes in and Disagreements With Accountants 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 Corporate Governance.
Omitted.
Item 11. Executive Compensation.
Omitted.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
Omitted.
Item 13. Certain Relationships and Related Transactions, 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 Obligor Financial Information.
The InterContinental Hotel Chicago mortgage loan (loan #1 on Annex A-1 to the Prospectus Supplement filed on September 26, 2011) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB, as disclosed in the Prospectus Supplement. In accordance with Item 1112(b)(1) of Regulation AB, the unaudited net operating income of the significant obligor for the 2012 calendar year is $17,909,554.20.
SunTrust Bank, the Lessee at the mortgaged properties that secure the SunTrust Bank Portfolio I mortgage loan (loan #2 on Annex A-1 to the Prospectus Supplement) and the SunTrust Bank Portfolio II mortgage loan (loan #13 on Annex A-1 to the Prospectus Supplement) constitutes a significant obligor within the meaning of 1101(k)(3) of Regulation AB, as disclosed in the Prospectus Supplement. Year-end financial information required under Item
1112(b)(1) of Regulation AB can be found in the tables below.
SunTrust Bank
303 Peachtreet Street, Northeast
Atlanta, GA 30308
FDIC Certificate #: 867 Bank Charter Class: SM
Definition Dollar figures in thousands SunTrust Bank
Atlanta, GA
31-Dec-12
Income and Expense (Year-to-date)
1 Number of institutions reporting 1
2 Total interest income 5,796,501
3 Total interest expense 594,551
4 Net interest income 5,201,950
5 Provision for loan and lease losses 1,397,814
6 Total noninterest income 2,635,100
7 Fiduciary activities 283,730
8 Service charges on deposit accounts 676,393
9 Trading account gains & fees 197,490
10 Additional noninterest income 1,477,487
11 Total noninterest expense 5,578,182
12 Salaries and employee benefits 2,483,602
13 Premises and equipment expense 544,078
14 Additional noninterest expense 2,550,502
15 Pre-tax net operating income 861,054
16 Securities gains (losses) 487,330
17 Applicable income taxes 274,272
18 Income before extraordinary items 1,074,112
19 Extraordinary gains - net 0
20 Net income attributable to bank 1,065,042
21 Net income attributable to noncontrolling interests 9,070
22 Net income attributable to bank and 1,074,112
noncontrolling interests
23 Net charge-offs 1,680,645
24 Cash dividends 0
25 Sale, conversion, retirement of capital stock, net 0
26 Net operating income 684,248
SunTrust Bank
303 Peachtreet Street, Northeast
Atlanta, GA 30308
FDIC Certificate #: 867 Bank Charter Class: SM
Definition Dollar figures in thousands SunTrust Bank
Atlanta, GA
31-Dec-12
Assets and Liabilities (Year-to-date)
1 Total employees (full-time equivalent) 24,774
2 Total assets 169,076,807
3 Cash and due from depository institutions 7,097,670
4 Interest-bearing balances 4,561,521
5 Securities 20,888,979
6 Federal funds sold & reverse repurchase agreements 53,239
7 Net loans & leases 122,596,458
8 Loan loss allowance 2,173,070
9 Trading account assets 4,142,793
10 Bank premises and fixed assets 1,367,028
11 Other real estate owned 419,030
12 Goodwill and other intangibles 6,804,412
13 All other assets 5,707,198
14 Total liabilities and capital 169,076,807
15 Total liabilities 147,717,598
16 Total deposits 133,278,697
17 Interest-bearing deposits 98,618,779
18 Deposits held in domestic offices 133,278,697
19 % insured 81.10%
20 Federal funds purchased & repurchase agreements 1,259,185
21 Trading liabilities 561,066
22 Other borrowed funds 7,795,021
23 Subordinated debt 1,836,118
24 All other liabilities 2,987,511
25 Total equity capital 21,359,209
26 Total bank equity capital 21,254,050
27 Perpetual preferred stock 0
28 Common stock 21,600
29 Surplus 13,377,841
30 Undivided profits 7,854,609
31 Noncontrolling interests in consolidated subsidiaries 105,159
Memoranda:
32 Noncurrent loans and leases 2,365,766
33 Noncurrent loans that are wholly or partially 744,537
guaranteed by the U.S. government
34 Income earned, not collected on loans 621,380
35 Earning assets 150,712,570
36 Long-term assets (5+ years) 45,363,795
37 Average Assets, year-to-date 170,727,439
38 Average Assets, quarterly 169,013,851
39 Total risk weighted assets 132,863,064
40 Adjusted average assets for leverage capital 163,907,925
purposes
41 Life insurance assets 686,216
42 General account life insurance assets 393,815
43 Separate account life insurance assets 148,066
44 Hybrid life insurance assets 144,335
45 Volatile liabilities 4,794,868
46 Insider loans 48,152
47 FHLB advances 4,521,709
48 Loans and leases held for sale 3,063,666
49 Unused loan commitments 57,372,649
50 Tier 1 (core) risk-based capital 15,121,215
51 Tier 2 risk-based capital 2,935,130
52 Total unused commitments 57,372,649
53 Derivatives 270,722,523
Item 1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial Information.
No entity or group of affiliated entities provides any external credit enhancement or other support for the certificates within this transaction as described under Item 1114 (a) of Regulation AB.
Item 1115(b) of Regulation AB, Certain Derivatives Instruments (Financial Information).
No entity or group of affiliated entities provides any derivative instruments or other support for the certificates within this transaction as described under Item 1115 of Regulation AB.
Item 1117 of Regulation AB, Legal Proceedings.
The registrant knows of no pending legal proceedings involving the Trust and all parties related to such Trust that are material to security holders.
Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.
The information regarding this Item has been previously filed in a 424(b)(5) filing dated September 26, 2011.
Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The reports on assessment of compliance with the servicing criteria for asset-backed securities and the related attestation reports on such assessments of compliance are attached hereto under Item 15. Attached as Exhibit AA to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1 to this report is a chart identifying the entities participating in a servicing function for the transaction responsible for each applicable servicing criterion set forth in Item 1122(d).
The following material instances of noncompliance were reported by the Corporate Trust Services Division of Wells Fargo Bank, National Association (Wells Fargo Bank”) in its reports attached hereto as Exhibit 33.5 and Exhibit 33.6 under Item 15:
The assessment of compliance with applicable servicing criteria for the twelve months ended December 31, 2012, furnished pursuant to Item 1122 of Regulation AB by the Corporate Trust Services Division of Wells Fargo Bank for its platform, as Certificate Administrator, discloses that material instances of noncompliance occurred with respect to the servicing criteria described in Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB.
There were no instances of noncompliance for the transaction to which this Form 10-K relates that led to Wells Fargo Bank’s determination that there were material instances of noncompliance at the platform level.
Schedule A
Material Instances of Noncompliance by Wells Fargo Bank
Wells Fargo Bank’s assessment of compliance with the Applicable Servicing Criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB as of December 31, 2012 and for the Period, disclosed that material instances of noncompliance occurred with respect to the servicing criteria set forth in both of Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii), as follows:
* With respect to servicing criterion 1122(d)(3)(i)(B), certain reports to investors did not provide information calculated in accordance with the terms specified in the transaction agreements.
* With respect to servicing criterion 1122(d)(3)(ii), certain amounts due to investors were not allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.
Schedule B
Wells Fargo Bank’s Discussion of Material Instances of Noncompliance by Wells Fargo Bank
Disclosure: During the Period, Wells Fargo Bank identified Payment Errors (as defined below) and Reporting Errors (as defined below) on certain residential mortgage-backed securities ("RMBS") transactions in the Platform. Although no individually identified error, in and of itself, was found to be material to the Platform, when the errors were considered in the aggregate, Management determined that, for Platform purposes, there were material instances of noncompliance with respect to both Items 1122(d)(3)(i)(B) and 1122(d)(3)(ii) of Regulation AB.
For purposes of this Schedule B, the term "Payment Errors" means the identified payment errors that occurred during the Period and that, when considered in the aggregate, led to Wells Fargo Bank’s determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(i)(B) of Regulation AB. For purposes of this Schedule B, the term "Reporting Errors" means the identified reporting errors that occurred during the Period and that, when considered in the aggregate, led to Wells Fargo Bank’s determination that there was a material instance of noncompliance for the Platform with respect to Item 1122(d)(3)(ii) of Regulation AB.
The identified Payment Errors and Reporting Errors on such RMBS transactions were attributable to certain failures in processes relating to waterfall calculations and reporting that, although adapted over time, still insufficiently addressed the impact of the unprecedented levels of collateral degradation in RMBS transactions on the calculation of principal and interest payments and losses and associated investor reporting.
Scope of the Material Instances of Noncompliance: The identified Payment Errors and Reporting Errors that led to Wells Fargo Bank’s determination that material instances of noncompliance with respect to the Platform had occurred were limited to certain RMBS transactions in the Platform. There were no identified Payment Errors or Reporting Errors for non-RMBS transactions in the Platform which contributed to Wells Fargo Bank’s determination that there were material instances of noncompliance for the Platform. In some instances, the identified Payment Errors which contributed to Wells Fargo Bank’s determination that there were material instances of noncompliance for the Platform were also considered material to the transactions on which they occurred. None of the identified Reporting Errors which contributed to Wells Fargo Bank’s determination that there were material instances of noncompliance for the Platform were considered material for a particular transaction. For all transactions in the Platform (including RMBS transactions with identified Payment Errors and Reporting Errors), Wells Fargo Bank delivered an Item 1123 certification to the extent it was required to do so pursuant to the requirements of the applicable transaction documents and Regulation AB. Where there was an identified Payment Error that was considered material for an individual transaction, the Item 1123 certification included a description of the nature and scope of such error.
Remediation: Appropriate actions have been taken or are in the process of being taken to remediate the identified Payment Errors and Reporting Errors that led to Wells Fargo Bank’s determination that material instances of noncompliance with respect to the Platform had occurred. Further, adjustments have been or will be made to the waterfall calculations and other operational processes and quality control measures applied to the RMBS transactions in the Platform to minimize the risk of future payment and reporting errors.
Item 1123 of Regulation AB, Servicer Compliance Statement.
The servicer compliance statements are attached hereto under Item 15.
Part IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits.
(4) Pooling and Servicing Agreement (filed as part of Item 15 to Form 10-K/A filed on July 27, 2012 and incorporated by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer (filed as Exhibit 33.1 to the Original Form 10-K and incorporated by reference herein)
33.2 Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer (filed as Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein)
33.3 Pentalpha Surveillance LLC as Senior Trust Advisor (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)
33.4 Torchlight Loan Services, LLC as Special Servicer (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.5 Wells Fargo Bank, National Association as Trustee (filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.6 Wells Fargo Bank, National Association as Paying Agent (filed as Exhibit 33.6 to the Original Form 10-K and incorporated by reference herein)
33.7 Wells Fargo Bank, National Association as Custodian.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer (filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)
34.2 Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)
34.3 Pentalpha Surveillance LLC as Senior Trust Advisor (filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)
34.4 Torchlight Loan Services, LLC as Special Servicer (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.5 Wells Fargo Bank, National Association as Trustee (filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.6 Wells Fargo Bank, National Association as Paying Agent (filed as Exhibit 34.6 to the Original Form 10-K and incorporated by reference herein)
34.7 Wells Fargo Bank, National Association as Custodian.
(35) Servicer compliance statement.
35.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by reference herein)
35.2 Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer (filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.3 Torchlight Loan Services, LLC as Special Servicer (filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)
35.4 Wells Fargo Bank, National Association as Trustee (filed as Exhibit 35.4 to the Original Form 10-K and incorporated by reference herein)
35.5 Wells Fargo Bank, National Association as Paying Agent (filed as Exhibit 35.5 to the Original Form 10-K and incorporated by reference herein)
(99.1) Mortgage Loan Purchase Agreement, dated as of September 1, 2011, between JPMorgan Chase Bank, National Association and J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to the mortgage loans sold to the depositor by JPMorgan Chase Bank, National Association (filed as part of Item 15 to Form 10-K/A filed on July 27, 2012 and incorporated by reference herein).
(99.2) Subservicing Agreement, dated as of September 1, 2011, between Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, and KeyCorp Real Estate Capital Markets, Inc., as subservicer (filed as part of Item 15 to Form 10-K/A filed on July 27, 2012 and incorporated by reference herein).
(99.3) Letter dated August 13, 2013 from the Corporate Trust Services Division of Wells Fargo Bank, National Association as Custodian to the depositor regarding Compliance with Applicable Servicing Criteria for Asset-backed Securities by Wells Fargo Bank, National Association as Custodian.
(b) See Item 15(a) above.
(c) Omitted.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
J.P. Morgan Chase Commercial Mortgage Securities Corp.
(Depositor)
/s/ Brian Baker
Brian Baker, President and Chief Executive Officer
(senior officer in charge of securitization of the depositor)
Date: September 9, 2013
Exhibit Index
Exhibit No.
(4) Pooling and Servicing Agreement (filed as part of Item 15 to Form 10-K/A filed on July 27, 2012 and incorporated by reference herein).
(31) Rule 13a-14(d)/15d-14(d) Certification.
(33) Reports on assessment of compliance with servicing criteria for asset-backed securities.
33.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer (filed as Exhibit 33.1 to the Original Form 10-K and incorporated by reference herein)
33.2 Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer (filed as Exhibit 33.2 to the Original Form 10-K and incorporated by reference herein)
33.3 Pentalpha Surveillance LLC as Senior Trust Advisor (filed as Exhibit 33.3 to the Original Form 10-K and incorporated by reference herein)
33.4 Torchlight Loan Services, LLC as Special Servicer (filed as Exhibit 33.4 to the Original Form 10-K and incorporated by reference herein)
33.5 Wells Fargo Bank, National Association as Trustee (filed as Exhibit 33.5 to the Original Form 10-K and incorporated by reference herein)
33.6 Wells Fargo Bank, National Association as Paying Agent (filed as Exhibit 33.6 to the Original Form 10-K and incorporated by reference herein)
33.7 Wells Fargo Bank, National Association as Custodian.
(34) Attestation reports on assessment of compliance with servicing criteria for asset-backed securities.
34.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer (filed as Exhibit 34.1 to the Original Form 10-K and incorporated by reference herein)
34.2 Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer (filed as Exhibit 34.2 to the Original Form 10-K and incorporated by reference herein)
34.3 Pentalpha Surveillance LLC as Senior Trust Advisor (filed as Exhibit 34.3 to the Original Form 10-K and incorporated by reference herein)
34.4 Torchlight Loan Services, LLC as Special Servicer (filed as Exhibit 34.4 to the Original Form 10-K and incorporated by reference herein)
34.5 Wells Fargo Bank, National Association as Trustee (filed as Exhibit 34.5 to the Original Form 10-K and incorporated by reference herein)
34.6 Wells Fargo Bank, National Association as Paying Agent (filed as Exhibit 34.6 to the Original Form 10-K and incorporated by reference herein)
34.7 Wells Fargo Bank, National Association as Custodian.
(35) Servicer compliance statement.
35.1 KeyCorp Real Estate Capital Markets, Inc. as Additional Servicer (filed as Exhibit 35.1 to the Original Form 10-K and incorporated by reference herein)
35.2 Midland Loan Services, a Division of PNC Bank, National Association as Master Servicer (filed as Exhibit 35.2 to the Original Form 10-K and incorporated by reference herein)
35.3 Torchlight Loan Services, LLC as Special Servicer (filed as Exhibit 35.3 to the Original Form 10-K and incorporated by reference herein)
35.4 Wells Fargo Bank, National Association as Trustee (filed as Exhibit 35.4 to the Original Form 10-K and incorporated by reference herein)
35.5 Wells Fargo Bank, National Association as Paying Agent (filed as Exhibit 35.5 to the Original Form 10-K and incorporated by reference herein)
(99.1) Mortgage Loan Purchase Agreement, dated as of September 1, 2011, between JPMorgan Chase Bank, National Association and J.P. Morgan Chase Commercial Mortgage Securities Corp., relating to the mortgage loans sold to the depositor by JPMorgan Chase Bank, National Association (filed as part of Item 15 to Form 10-K/A filed on July 27, 2012 and incorporated by reference herein).
(99.2) Subservicing Agreement, dated as of September 1, 2011, between Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, and KeyCorp Real Estate Capital Markets, Inc., as subservicer (filed as part of Item 15 to Form 10-K/A filed on July 27, 2012 and incorporated by reference herein).
(99.3) Letter dated August 13, 2013 from the Corporate Trust Services Division of Wells Fargo Bank, National Association as Custodian to the depositor regarding Compliance with Applicable Servicing Criteria for Asset-backed Securities by Wells Fargo Bank, National Association as Custodian.