approximate) J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST Commercial Mortgage Pass-Through Certificates, Series 2011-C5 Classes A-1, A-2, A-3, A-SB & X-A Underwriting AgreementUnderwriting Agreement • September 26th, 2011 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 • Asset-backed securities • New York
(respectively, the “Trustee” and the “Paying Agent”) and Pentalpha Surveillance LLC as senior trust advisor (the “Senior Trust Advisor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., PURCHASER, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of September 29, 2011 Fixed Rate Mortgage Loans Series 2011-C5Mortgage Loan Purchase Agreement • September 26th, 2011 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 • Asset-backed securities • New York
Loan Number Loan Name Description of Exception (i) simultaneously with the commencing of a foreclosure action, lender must give manager the right to purchase the related Mortgage Loan at the price at which the related Mortgagor could prepay the related Mortgage Loan at that time, (ii) other than the right to buy the related Mortgage Loan set forth in subclause (i), the ROFO would not apply and be triggered in a foreclosure of the related Mortgage Loan, but would survive the foreclosure and apply to a subsequent sale of the related Mortgaged Property by a successful bidder at the foreclosure sale, and (iii) the ROFO would apply to a deed in lieu of foreclosure with an expedited time frame as set forth in the SNDA. 9 Sun Development and Management Portfolio (Loan No. 4) (Junior Liens) – There is a $17.7 Million mezzanine loan related to the related Mortgaged Properties. 9 Franklin Centre (Loan No. 31) (Junior Liens) – Each of the members of the related Mortgagors has pledged its right to
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, Master Servicer TORCHLIGHT LOAN SERVICES, LLC, Special Servicer WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee and...Pooling and Servicing Agreement • September 26th, 2011 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 • Asset-backed securities • New York
This Pooling and Servicing Agreement is dated and effective as of September 1, 2011, among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Torchlight Loan Services, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee and as Paying Agent, and Pentalpha Surveillance LLC, as Senior Trust Advisor.
SUBSERVICING AGREEMENT J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 Commercial Mortgage Pass-Through Certificates Series 2011-C5 Dated as of September 1, 2011 By and Between MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL...Subservicing Agreement • September 26th, 2011 • J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5 • Asset-backed securities • New York
THIS SUBSERVICING AGREEMENT dated as of September 1, 2011 is between Midland Loan Services, a Division of PNC Bank, National Association (together with its successors and assigns permitted under the PSA, the "Master Servicer" or "Midland"), and KeyCorp Real Estate Capital Markets, Inc., an Ohio corporation (together with its successors and permitted assigns hereunder, the "Subservicer").
