SEC Comment Letter for LMF Commercial Mortgage Securities, LLC (CIK 0001685370) — Jul 29, 2020
LMF Commercial Mortgage Securities, LLC (CIK 0001685370)
Date: July 29, 2020 · CIK: 0001685370 · Accession: 0000000000-20-006922
AI Filing Summary & Sentiment
Letter
July 29, 2020 Via E -mail Mark Sustana General Counsel 700 NW 107th Avenue, Suite 400, Miami, Florida 33172
Re: LMF Commercial Mortgage Securities, LLC Registration Statement on Form SF -3, Amendment No. 1 Filed July 14, 2020 File No. 333 -236566
Dear Mr. Sustana:
We have reviewed your amended registration statement and have the following 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 amendment is a ppropriate, 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. Unless we note otherwise, our references to pr ior comments are to comments in our March 19, 2020 letter . Our page numbers refer to the redline filed as marked against the February 21, 2020 filing.
Registration Statement on Form SF -3
Form of Pooling and Servicing Agreement (PSA), Exhibit 4.1 1. We note the registrant’s response to Comment 22. Please make the corresponding change with respect to posting such tabulation of responses on the Certificate Administrator’s website in the PSA in the last paragraph on page 138. It also appears that the nu mber of days in the second to last sentence of that paragraph (15 days) differs from what is disclosed in the prospectus on page 407 (3 days). Please revise to reconcile the differences. 2. Please revise to reconcile the definition of “Asset Review Trigger ” on page 14 of the PSA to reflect the changes made to the registration statement on page 385 of the disclosure.
Mark Sustana LMF Commercial Mortgage Securities, LLC July 29, 2020 Page 2
3. On page 387 of the disclosure in the registration statement, in the first paragraph, we note the registrant’s deletion relating to the Collec tion Account covering expenses for administering a vote. Please make the corresponding change in the PSA as well. See page 422 of Exhibit 4.1.
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 Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Benjamin Kalish at (202) 551 -7361 or me at (202) 551 -3850 if you have any questions. Sincerely,
/s/ Katherine Hsu
Katherine Hsu Office Chief Office of Structured Finance
cc: Frank Polverino, Esq., Cadwalader, Wickersham & Taft LLP
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July 29, 2020 Via E -mail Mark Sustana General Counsel 700 NW 107th Avenue, Suite 400, Miami, Florida 33172 Re: LMF Commercial Mortgage Securities, LLC Registration Statement on Form SF -3, Amendment No. 1 Filed July 14, 2020 File No. 333 -236566 Dear Mr. Sustana: We have reviewed your amended registration statement and have the following 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 amendment is a ppropriate, 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. Unless we note otherwise, our references to pr ior comments are to comments in our March 19, 2020 letter . Our page numbers refer to the redline filed as marked against the February 21, 2020 filing. Registration Statement on Form SF -3 Form of Pooling and Servicing Agreement (PSA), Exhibit 4.1 1. We note the registrant’s response to Comment 22. Please make the corresponding change with respect to posting such tabulation of responses on the Certificate Administrator’s website in the PSA in the last paragraph on page 138. It also appears that the nu mber of days in the second to last sentence of that paragraph (15 days) differs from what is disclosed in the prospectus on page 407 (3 days). Please revise to reconcile the differences. 2. Please revise to reconcile the definition of “Asset Review Trigger ” on page 14 of the PSA to reflect the changes made to the registration statement on page 385 of the disclosure. Mark Sustana LMF Commercial Mortgage Securities, LLC July 29, 2020 Page 2 3. On page 387 of the disclosure in the registration statement, in the first paragraph, we note the registrant’s deletion relating to the Collec tion Account covering expenses for administering a vote. Please make the corresponding change in the PSA as well. See page 422 of Exhibit 4.1. 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 Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Benjamin Kalish at (202) 551 -7361 or me at (202) 551 -3850 if you have any questions. Sincerely, /s/ Katherine Hsu Katherine Hsu Office Chief Office of Structured Finance cc: Frank Polverino, Esq., Cadwalader, Wickersham & Taft LLP