UNITED STATES
SECURITIES 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 OF 1934

For the fiscal year ended December 31, ~~2019~~2020 or

o 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 of the issuing entity: 333-165147-01

Central Index Key Number of the issuing entity: 0001529658

J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5

(exact name of the issuing entity as specified in its charter)

Central Index Key Number of the depositor: 0001013611

J.P. Morgan Chase Commercial Mortgage Securities Corp.

(exact name of the depositor as specified in its charter)

Central Index Key Number of the sponsor: 0000835271

JPMorgan Chase Bank, National Association

(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 principal executive offices of the issuing entity)

21045

(Zip Code)

Registrant’s telephone number, including area code:

(212) 834-5467

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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. o Yes ⌧ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ⌧ No

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 o 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o

Non-accelerated filer ⌧ (Do not check if a smaller reporting company) Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes ⌧ No

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. o Yes o No

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 is 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

With regard to the servicing criterion set forth in Item 1122(d)(4)(iv), Torchlight Loan Services, LLC, as special servicer, has indicated that the criterion is not applicable. Under the terms of the related pooling and servicing agreement, the master servicer may perform this servicing function, and Torchlight Loan Services, LLC understands that the master servicer and the primary servicer have included this criterion in their own assessments 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

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 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 of the prospectus supplement of the registrant relating to the issuing entity filed on September 26, 2011 pursuant to Rule 424(b)(5)) 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) of Regulation AB, the most recent unaudited net operating income of the significant obligor was ($1511,~~359~~550,~~335~~398.0016) for the twelve- month period ended December 31, ~~2019~~2020.

Truist Bank, formerly known as SunTrust Bank, the lessee at the mortgaged properties that secure the SunTrust Bank Portfolio I Mortgage Loan and the SunTrust Bank Portfolio II Mortgage Loan (Loan # 2 and Loan #13, respectively) on Annex A-1 of the prospectus supplement of the registrant relating to the issuing entity filed on September 26, 2011 pursuant to Rule 424(b)(5)) constitutes a significant obligor within the meaning of Item 1101(k)(2) of Regulation AB as disclosed in the prospectus supplement. Year-end financial information required under Item 1112(b) of Regulation AB, can be found in the tables below.

Truist Bank
214 N Tryon St
Charlotte, NC 28202
FDIC Certificate #: 9846 Bank Charter Class: NM
Definition	Dollar figures in thousands	Truist Bank
		Charlotte, NC
		December 31, 2019
		Dec. 31, 2020
Income and Expense
1	Number of institutions reporting	1
2	Total interest income	814,~~574~~658,000
3	Total interest expense	1,~~665~~359,000
4	Net interest income	613,~~909~~299,000
5	Provision for ~~loan~~credit ~~and lease~~ losses*	~~327~~2,056,000
6	Total noninterest income	46,~~787~~906,000
7	Fiduciary activities	~~194~~472,000
8	Service charges on deposit accounts	~~763~~1,021,000
9	Trading account gains & fees	85114,000
10	Additional noninterest income	35,~~745~~299,000
11	Total noninterest expense	713,~~070~~547,000
12	Salaries and employee benefits	47,~~294~~148,000
13	Premises and equipment expense	~~761~~1,343,000
14	Additional noninterest expense	25,~~015~~056,000
15	Pre-tax net operating income	4,~~299~~602,000
16	Securities gains (losses)	~~-94~~442,000
17	Applicable income taxes	~~805~~906,000
18	Income before extraordinary items	34,~~400~~138,000
19	Discontinued operations (Extraordinary gains - net)**	0
20	Net income attributable to bank and noncontrolling interests	34,~~387~~138,000
21	Net income attributable to noncontrolling interests	1310,000
22	Net income attributable to bank ~~and noncontrolling interests~~	34,~~400~~128,000
23	Net charge-offs	~~336~~894,000
24	Cash dividends	12,~~650~~800,000
25	Sale, conversion, retirement of capital stock, net	~~138~~308,000
26	Net operating income	3,~~746~~775,~~140~~560
	Memo: Interest income and expense in foreign offices Gross fiduciary and related services income * Note: Accounting change as of September 2016, Extraordinary Gains, Net now only includes Discontinued Operations Expense.
	* Note: For institutions that have adopted CECL methodology (ASU 2016-13), this item represents provisions for all credit losses on a consolidated basis. For institutions that have not adopted CECL methodology (ASU 2016-13), this item represents the provision for loan and lease losses. ** Note: Accounting change as of September 2016, Extraordinary Gains, Net now only includes Discontinued Operations Expense.
Definition	Dollar figures in thousands	Truist Bank
		Charlotte, NC
		December 31, 2019
		Dec. 31, 2020
Assets and Liabilities
1	Total employees (full-time equivalent)		5350,~~430~~236
2	Total assets		~~461~~498,~~256~~944,000
3	Cash and due from depository institutions		18,~~882~~472,000
4	Interest-bearing balances		1413,~~831~~506,000
5	Securities*		75121,~~124~~595,000
6	Federal funds sold & reverse repurchase agreements		~~143~~93,000
7	Net loans & leases		~~302~~296,~~366~~129,000
8	~~Loan~~Allowance ~~loss~~for ~~allowance~~loan and lease losses**		14,~~277~~940,000
9	Trading account assets		5,~~302~~546,000
10	Bank premises and fixed assets		54,~~092~~848,000
11	Other real estate owned		9467,000
12	Goodwill and other intangibles		2928,~~539~~952,000
13	All other assets		2423,~~714~~242,000
14	Total liabilities and capital		~~461~~498,~~256~~944,000
15	Total liabilities		~~397~~433,~~050~~307,000
16	Total deposits		~~347~~395,~~458~~781,000
17	Interest-bearing deposits		~~254~~267,~~468~~081,000
18	Deposits held in domestic offices		~~347~~395,~~458~~781,000
19	% insured		5553.5793%
20	Federal funds purchased & repurchase agreements		~~527~~210,000
21	Trading liabilities		~~498~~609,000
22	Other borrowed funds		3420,~~044~~864,000
23	Subordinated debt		35,~~872~~142,000
24	All other liabilities		10,~~651~~701,000
25	Total equity capital		6465,~~206~~637,000
26	Total bank equity capital		6465,~~032~~531,000
27	Perpetual preferred stock		0
28	Common stock		24,000
29	Surplus		54,~~256~~540,000
30	Undivided profits		910,~~752~~967,000
31	Noncontrolling interests in consolidated subsidiaries		~~174~~106,000
Memoranda:
32	Noncurrent loans and leases		23,~~478~~283,000
33	Noncurrent loans that are wholly or partially guaranteed by the U.S. government		1,~~659~~928,000
34	Income earned, not collected on loans		1,~~046~~106,000
35	Earning assets		~~395~~433,~~763~~241,000
36	Long-term assets (5+ years)		~~158~~199,~~313~~748,000
37	Average Assets, year-to-date		~~270~~487,~~618~~458,~~400~~800
38	Average Assets, quarterly		~~345~~493,~~571~~480,000
39	Total risk weighted assets		~~366~~368,~~688~~303,~~610~~620
40	Adjusted average assets for leverage capital purposes		~~268~~467,~~020~~114,000
41	Life insurance assets		6,~~337~~431,000
42	General account life insurance assets		4,~~231~~317,000
43	Separate account life insurance assets		1,~~539~~542,000
44	Hybrid life insurance assets		~~567~~572,000
45	Volatile liabilities		287,~~785~~357,000
46	Insider loans		~~172~~38,000
47	FHLB advances		173,~~621~~527,000
48	Loans and leases held for sale		86,~~323~~013,000
49	Unused loan commitments		~~178~~187,~~582~~010,000
50	Tier 1 (core) risk-based capital		3840,~~739~~642,000
51	Tier 2 risk-based capital		57,~~245~~240,000
52	Total unused commitments		~~178~~187,~~582~~010,000
53	Derivatives		~~295~~318,~~229~~210,000

*Note: For institutions that have adopted CECL Methodology (ASU 2016-13), securities are reported net of allowances for credit losses.

** Note: For institutions that have adopted CECL methodology (ASU 2016-13), this item represents the allowance for credit losses on loans and leases held for investment and allocated transfer risk.

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 material pending legal proceeding involving the trust or any party related to the trust, other than routine litigation incidental to the duties of those respective parties, and the following, with respect to Wells Fargo Bank, National Association, as trustee, as paying agent and as custodian.

Beginning on June 18, 2014, a group of institutional investors filed civil complaints in the Supreme Court of the State of New York, New York County, and later the U.S. District Court for the Southern District of New York, against Wells Fargo Bank, N.A., (“Wells Fargo Bank”) in its ~~capacity~~ capacity as trustee for certain residential mortgage backed securities (“RMBS”) trusts. The complaints against Wells Fargo Bank alleged that the trustee caused losses to investors and asserted causes of action based upon, among other things, the trustee's alleged failure to: (i) notify and enforce repurchase obligations of mortgage loan sellers for purported breaches of representations and warranties, (ii) notify investors of alleged events of default, and (iii) abide by appropriate standards of care following alleged events of default. Relief sought included money damages in an unspecified amount, reimbursement of expenses, and equitable relief. In November 2018, Wells Fargo Bank reached an agreement, in which it denied any wrongdoing, to resolve such claims on a classwide basis for the 271 RMBS trusts at issue. On May 6, 2019, the court entered an order approving the settlement agreement. Separate lawsuits against Wells Fargo Bank making similar allegations filed by certain other institutional investors concerning several RMBS trusts in New York federal and state court are not covered by the settlement agreement. ~~With~~In addition to the foregoing cases, in August 2014 and August 2015 Nomura Credit & Capital Inc. (“Nomura”) and Natixis Real Estate Holdings, LLC (“Natixis”) filed a total of seven third-party complaints against Wells Fargo Bank in New York state court. In the underlying first-party actions, Nomura and Natixis have been sued for alleged breaches of representations and warranties made in connection with residential mortgage-backed securities sponsored by them. In the third-party actions, Nomura and Natixis allege that Wells Fargo Bank, as master servicer, primary servicer or securities administrator, failed to notify Nomura and Natixis of their own breaches, failed to properly oversee the primary servicers, and failed to adhere to accepted servicing practices. Natixis additionally alleges that Wells Fargo Bank failed to perform default oversight duties. Wells Fargo Bank has asserted counterclaims alleging that Nomura and Natixis failed to provide Wells Fargo Bank notice of their representation and warranty breaches. With respect to ~~such~~each of the foregoing litigations, Wells Fargo Bank believes plaintiffs' claims are without merit and intends to contest the claims vigorously, but there can be no assurances as to the outcome of the litigations or the possible impact of the litigations on Wells Fargo Bank or the related RMBS trusts.

Item 1119 of Regulation AB, Affiliations and Certain Relationships and Related Transactions.

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

Item 1122 of Regulation AB, Compliance with Applicable Servicing Criteria.

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

The report on assessment of compliance with applicable servicing criteria furnished pursuant to Item 1122 of Regulation AB by Midland Loan Services, a Division of PNC Bank National Association (“Midland”) discloses that a material instance of noncompliance occurred, as described below:

Material Instance of Noncompliance

In certain instances, the Schedule AL Files (Item 1125 of Regulation AB) were not reported in accordance with the terms specified in the transaction agreements, in conflict with Item 1122(d)(3)(i): “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: (A) Are prepared in accordance with timeframes and other terms set forth in the transaction agreements”. The noncompliance consisted of omitted or inaccurately reported fields as described in (1) and (2) below. (1) In connection with other enhancements Midland made to its manual Schedule AL process, starting in April 2019, Midland developed and implemented new Schedule AL reporting templates for each applicable CMBS transaction that closed prior to April 2019 and for each applicable CMBS transaction going forward. Related to this, Midland made certain template setup errors, along with related and other manual inputting of information errors, and the errors were not identified prior to submission of the applicable Schedule AL Files in certain cases due to breakdowns in quality control. (2) In one applicable transaction, the related Schedule AL File for a given month was not saved properly resulting in the prior month's Schedule AL File being submitted for the given month instead of the correct Schedule AL File.

The identified instances did not involve the servicing of assets included in this securitization.

Steps Taken to Remedy the Material Instance of Noncompliance

Midland’s Schedule AL reporting process was enhanced in April of 2019, however, the process remained manual throughout the 2019 calendar year. Errors relating to certain Schedule AL Files during 2019 were identified during the related audit. Following identification, Midland made staffing changes and additional enhancements and improvements to its processes and procedures to support its Schedule AL reporting obligations and expects to move to an automated solution for this process.

Midland is currently remediating the Schedule AL reporting for certain of the CMBS transactions found to be incorrect.

Item 1123 of Regulation AB, Servicer Compliance Statement.

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

PART IV

Item 15. Exhibits, Financial Statement Schedules

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

(1) Not applicable

(2) Not applicable

(3) See below

4 Pooling and Servicing Agreement, dated as of September 1, 2011, by and 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 Paying Agent, and Pentalpha Surveillance LLC, as Senior Trust Advisor (filed as Exhibit 4 to the registrant’s Amendment No. 1 to Annual Report on Form 10-K/A filed on July 27, 2012 under Commission File No. 333-165147-01 and incorporated by reference herein).

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

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

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 (~~f/k/a~~as successor to KeyCorp Real Estate Capital Markets, Inc.), as Primary Servicer

34 Attestation reports on assessment of compliance with servicing criteria for asset-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 (~~f/k/a~~as successor to KeyCorp Real Estate Capital Markets, Inc.), as Primary Servicer

35 Servicer 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 (~~f/k/a~~as successor to KeyCorp Real Estate Capital Markets, Inc.), as Primary Servicer

99.1 Mortgage Loan Purchase Agreement, dated as of September 29, 2011, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Purchaser, and JPMorgan Chase Bank, National Association, as Seller (filed as Exhibit 99.1 to the registrant’s Amendment No. 1 to Annual Report on Form 10-K/A filed on July 27, 2012 under Commission File No. 333-165147-01 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 Exhibit 99.2 to the registrant’s Amendment No. 1 to Annual Report on Form 10-K/A filed on July 27, 2012 under Commission File No. 333-165147-01 and incorporated by reference herein)

(b) The exhibits required to be filed by the Registrant pursuant to Item 601 of Regulation S-K are listed above.

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/ Kunal K. Singh

Kunal K. Singh, President and Chief Executive Officer

(senior officer in charge of securitization of the depositor)

Date: March 2319, ~~2020~~2021

Filing Compare · J.P. Morgan Chase Commercial Mortgage Securities Trust 2011-C5