Attached files
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.
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Regulation AB Section 229.1122(d) Servicing Criteria
Regulation AB Reference Servicing Criterion
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.
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Regulation AB Reference Servicing Criterion
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.
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Regulation AB Reference Servicing Criterion
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.
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Regulation AB Reference Servicing Criterion
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.
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Regulation AB Reference Servicing Criterion
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.
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Regulation AB Reference Servicing Criterion
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.
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
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Exhibit A
Asserting Party's 2011 Servicing Platform by Issuer and Master Servicer
Platform and Public
Issuer Name of Securitization Master Servicer
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
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