SecProbe.io

March 19 , 2020
Via E -mail
Mark Sustana
General Counsel
790 NW 107th Avenue, Suite 400
Miami, Florida 33172

Re:  LMF Commercial Mortgage Securities, LLC
Registration Statement on Form SF -3
Filed February 21, 2020
File No. 333 -236566

Dear Mr. Sustana:

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and circumstances
or do not believe an amen dment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form SF -3

General Comments
1. Please confirm that the depositor or any issuing entity previously established, directly or
indirectly, by the depositor or any affiliate of the depositor have been current with
Exchange Act reporting during the last twelve months with resp ect to asset -backed
securities involving the same asset class. See General Instruction I.A.2. of Form SF -3.
2. Please confirm that all revisions made in the prospectus in response to our comments will
be applied to the applicable transaction documents, as nec essary. Please file your revised
exhibits in an amendment prior to effectiveness.
3. Please insert the signatures from the majority of the depositor’s Board of Managers. See
Form SF -3 Item 15. Instruction 1.
4. Please review the address for LMF Commercial Secur ities, LLC throughout the
disclosure and the exhibits. Specifically, in certain documents the address is “700 NW
107th” while in other documents it is “790 NW 107th” ( e.g., cover page, page 25 of the
base prospectus, legal opinion.)

Mark Sustana
LMF Commercial Mortgage Securities,  LLC
March 19, 2020
Page 2

 5. Please define the term “Swap -Priced Principal Balance Certificates” in the disclosure.
6. Please disclose the implications of COVID -19 to the offer and sale of securities you are
registering, or advise us why you concluded that such information is not necessary.   For
example, consi der discussing whether certain commercial property tenants have been
impacted by COVID -19 and the collateral effect that it would have on the ability of
property owners to make their mortgage payments on CMBS assets.   As another
example, we note that Secti on 8.02 of the Pooling and Servicing Agreement provides that
in no event shall the Trustee or the Certificate Administrator be liable for any failure or
delay in the performance of its obligations due to force majeure or acts of God, provided
that such fai lure or delay is not also a result of its own negligence, bad faith or willful
misconduct.  Please clarify here what you mean by “force majeure” and tell us what
consideration you have given as to whether events relating to COVID -19 would
constitute a “for ce majeure” for purposes of this section and how that could impact
payments to investors.  Please also confirm you will provide updated disclosure at the
time of any takedown.
7. The disclosure contains several references to LIBOR ( e.g., pages 60 and 153).  P lease
consider whether the expected discontinuation of LIBOR is a principal risk to any
security, swap or other financial instrument used in the offering. If you believe it is not,
please explain to us why. Otherwise, please describe how the expected disco ntinuation of
LIBOR could affect the offering including with respect to certain credit enhancements
and Floating Rate Certificates. Additionally, please explain what alternative methods are
contemplated and how the transition to any successor rate could af fect the market value
and/or liquidity of the financial instruments that reference LIBOR.
Description of the Mortgage Pool – Whole Loans, page 208
8. Please define the term “Control Notes” and “Non -Control Notes” in the disclosure.
Transaction Parties —Depositor, page 230
9. The disclosure states that this section is:  “[TO BE UPDATED].” Please identify which
updates would be made under this section.
Book Entry Registration, page 293
10. At the end of the first full paragraph, we note that  counsel deleted the sentence that made
clear that the limitations of the paragraph did not apply in particular to rights relating to
the asset representations reviewer and the dispute resolutions provisions. Please revise the
disclosure to clarify that al l Certificateholders and Certificate Owners will be able to
directly participate in a vote for an asset representations review and dispute resolution.
Certificateholder Communication —Requests to Communicate, pages 295 -296
11. We note that the disclosure state s: “Requesting Investors will be responsible for their
own expenses in making any Communication Request, but will not be required to bear
any expenses of the certificate administrator.” Please clarify that “any expenses the
Certificate Administrator incurs  in connection with any request to communicate shall be

Mark Sustana
LMF Commercial Mortgage Securities,  LLC
March 19, 2020
Page 3

 paid by the Trust.” See Section 5.06(b)(ii) of the Form of Pooling and Servicing
Agreement (“PSA”).
Asset Representations Reviewer Compensation, page 332
12. Please update the section to account for chan ges made on page 433 of the PSA under
section 12.02.
The Asset Representations Reviewer —Asset Review Trigger, page 383
13. Please supplementally explain the circumstances where the bracketed language beginning
with “or (2)(A) prior to and including the second  anniversary” would be used in the
disclosure.
The Asset Representations Reviewer —Asset Review Vote, page 384
14. In the last sentence, the disclosure states: “[Any reasonable out -of-pocket expenses
incurred by the certificate administrator in connection with  administering such vote will
be paid as an expense of the issuing entity from the Collection Account.]” We note that
the Collection Account is established for the benefit of the Certificateholders (as defined
on page 312). We believe that this sentence wo uld not satisfy the shelf eligibility
requirements because it would unduly discourage Certificateholders from requesting an
asset review and make it more onerous for them to utilize the provision. Accordingly,
please remove or revise.
The Asset Representat ions Reviewer —Review Materials, page 385
15. We note that there is no provision for the delivery of a copy of the Diligence File for each
Mortgage Loan that is a Delinquent Loan in romanette (i). We further note the inclusion
of “Diligence Files” in the parent hetical beginning with “collectively” in the first
paragraph. Please clarify whether the asset representations reviewer will have access to
the Diligence File(s) for each mortgage that is delinquent. We also note the first sentence
of the second paragraph on page 387, which states that a Diligence File will be provided
to the asset representations reviewer.  Please ensure that your disclosure is consistent
throughout.
Additionally, in romanette (vii) under the first paragraph, please revise or clarify wheth er
the master servicer or the special servicer will also have access to and must deliver
documents that are in the possession of the custodian or other parties in the event that the
asset representations reviewer requests such documents during its review.
The Asset Representations Reviewer —Review Materials, page 386
16. In the last sentence of the first paragraph, the disclosure states that the mortgage loan
seller is not required to provide any documents with information “that is proprietary to
the related o riginator or mortgage loan seller.” Additionally, in the second to last
paragraph, it states “the asset representations reviewer will not be permitted to review any
information other than (i) the Review Materials posted in the secure data room, or (ii)
Unsolicited Information.” Please discuss both of these limitations in terms of an asset
representations reviewer’s ability to perform its duties in determining noncompliance.
See Instruction I.B.1.(b)(B) of Form SF -3.

Mark Sustana
LMF Commercial Mortgage Securities,  LLC
March 19, 2020
Page 4

 The Asset Representations Reviewer —Review  Materials, page 386
17. Please reconcile the last paragraph of the disclosure that states “the asset representations
reviewer will not be permitted to review any information other than (i) the Review
Materials posted in the secure data room, or (ii) Unsolicit ed Information” with the
following from the PSA under section 12.01: “The Asset Representations Reviewer shall
not be required to review  any information other than (x) the Review Materials or (y) if
applicable, Unsolicited Information.”
The Asset Representations Reviewer —Asset Review, page 386
18. In the first paragraph, we note that once a Delinquent Loan has been reviewed by the
asset reviewer for compliance with the representations and warranties it will not be
reviewed again , even were it to become a Delinquent Loan again. To the extent that an
asset representations review was conducted previously with respect to a Delinquent Loan,
we do not object if such loan is not included in any further asset representations reviews,
unless either such loan is the subject of a representation or warranty as of a date after the
completion of the prior asset representations review or the asset representations reviewer
has reason to believe that a prior asset representations review was conduct ed in a manner
that would not have ascertained compliance with a specific representation or warranty. In
the absence of such limitations, we believe this is not a permissible limit on the scope of
the asset representations review under General Instruction I.B.1(b) of Form SF -3. Please
revise. Also,  refer to Section V.B.3(a)(2)(c)(i)(b) of the Regulation AB II Adopting
Release.  Please also revise your transaction documents where appropriate.
The Asset Representations Reviewer —Asset Review Standard, page 386
19. We note that the disclosure states “‘Asset Review Standard’ means the performance of
the asset representations reviewer of its duties under the PSA in good faith subject to the
express terms of the PSA.” Please confirm that the duties enumerated in the PS A are
sufficient for the asset representations reviewer to determine noncompliance.
The Asset Representations Reviewer —Assignment of Asset Representations Reviewer’s Rights
and Obligations, Asset Representations Reviewer Termination Events, Resignation of  Asset
Representations Reviewer, pages 389 -392
20. In the appropriate location, please clarify that Certificateholders would receive notice of
the change in asset representations reviewer following an assignment, resignation or
termination and that such notice  would be disclosed in a Form 10 -D.  We note that
language stating notification of an asset representations reviewer termination, resignation
or acceptance of an appointment would be made through Form 10 -D was omitted from
the ninth bullet on page 286. See Item 1121(d)(2) of Regulation AB.
The Asset Representations Reviewer —Resignation of Asset Representations Reviewer, page 391
21. In the second sentence, the disclosure states “ the depositor  will be required to promptly
appoint a successor asset representation s reviewer.” Please reconcile this statement with
the last paragraph on page 436 -437 of the PSA where it states the Trustee  shall appoint a
successor asset representations reviewer….”

Mark Sustana
LMF Commercial Mortgage Securities,  LLC
March 19, 2020
Page 5

 Dispute Resolution Provisions —Resolution of a Repurchase Request, page 4 05
22. Please clarify in the subparagraph beginning with “(b) a statement that in the event any
Certificateholder disagrees with the  Proposed Course of Action,” whether the notice of
the Proposed Course of Action would clarify that Certificateholders that dis agree with the
results agreed to by the majority would still have the opportunity to avail themselves of
the dispute resolution process if they follow the procedures for a Preliminary Dispute
Resolution, as discussed in the last sentence of the paragraph. Additionally, please
identify how Certificateholders would have notice of the results of a vote on the Proposed
Course of Action. Please make any corresponding changes to the PSA.
Servicing of the Servicing Shift Mortgage Loan, page 408
23. This section contem plates a different PSA, however it does not provide much detail aside
from stating that it “will contain servicing provisions similar to, but not identical with, the
provisions of the PSA.” Please discuss what additional information will be provided
about the other PSA. Additionally, please revise the disclosure to include whether the
additional PSA will be filed or incorporated by reference through a Form 8 -K.
Material Federal Tax Income Considerations, page 454
24. Please tell us why tax information relatin g to the Class R certificates was omitted from
this disclosure.
Exhibits
Exhibit 4.1 –Form of Pooling and Servicing Agreement (“PSA”)
Section 4.08 –Secure Data Room, page 321
25. In the first paragraph, we note that the agreement states that the Asset Representa tions
Reviewer may only gain access to the Data Room to review the files following an
Affirmative Asset Review Vote. Please review Instruction 1.B.1(b)(B) of Form SF -3 and
determine whether the Asset Representations Reviewer has authority to access any
underlying documents relating to performing a review of the pool assets at all times.
Section 12.01 –Asset Review, page 430
26. In romanette (vii), the agreement states that: “The Asset Representations Reviewer shall
prepare a preliminary report with respect to e ach Delinquent Loan within forty (40)
Business Days after the date on which access to the Secure Data Room is provided to the
Asset Representations Reviewer by the Certificate Administrator; provided that the Asset
Representations Reviewer shall not be req uired to prepare a preliminary report in the
event the Asset Representations Reviewer determines that there is no Test failure with
respect to the related Delinquent Loan.” Please discuss whether this activity appears in
the disclosure.
Section 12.01 –Asse t Review, pages 431 -432
27. The agreement in romanette (x) requires the Master Servicer or Special Servicer to make
a determination of whether there is a Material Defect. On page 403 of the disclosure
under the section titled “Enforcement of Mortgage Loan Sell er’s Obligations Under the

Mark Sustana
LMF Commercial Mortgage Securities,  LLC
March 19, 2020
Page 6

 MLPA,” it states that any party to the PSA or a Requesting Investor may make this
determination by making a request or demand that a Mortgage Loan should be
repurchased. Please reconcile the two statements.
Additionally, please identify in the disclosure which materials the Requesting Investor
receives to allow such person to make a determination about whether to initiate a
repurchase request.
Section 12.01 –Asset Review, page 432
28. Please tell us the reasons for the change in subparagraph (d) from “may (1) be affiliated
with any a Sponsor , Master Servicer, Special Servicer, the Depositor, the Certificate
Administrator, the Trustee, the Directing Certificateholder or any of their resp ective
Affiliates” to “…any Mortgage Loan Seller….” See Instruction I.B.(b)(B).
PSA Exhibits
29. Please revise the exhibits attached to the PSA as it relates to the use of Rialto
Commercial Mortgage Securities, LLC rather than LMF Commercial Securities, LLC
(e.g., Exhibit P -1E-3, Exhibit P -1F-1).

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to