SEC Company Response from LMF Commercial Mortgage Securities, LLC (CIK 0001685370) — Aug 20, 2020
LMF Commercial Mortgage Securities, LLC (CIK 0001685370)
Date: Aug. 20, 2020 · CIK: 0001685370 · Accession: 0001539497-20-001098
AI Filing Summary & Sentiment
File numbers found in text: 333-236566
Referenced dates: July 29, 2020
Letter
Office of Structured Finance United States Securities and Exchange Commission Re: LMF Commercial Mortgage Securities, LLC Registration Statement on Form SF-3 Filed July 14, 2020 File No. 333-236566
Dear Ms. Hsu:
We are counsel to LMF Commercial Mortgage Securities, LLC (the “Registrant”). We have reviewed your letter dated July 29, 2020 (the “Comment Letter”) transmitting comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Registrant’s pre-effective amendment to the registration statement (File No. 333-236566) on Form SF-3 as filed on July 14, 2020. We have also discussed the comments contained in the Comment Letter with various representatives of the Registrant. Capitalized terms used herein without definition have the meanings given them in the form of prospectus contained in our pre-effective amendment to the registration statement (the “Amendment No. 2”) submitted herewith.
For your convenience, the Staff’s comments are repeated in italics below, followed by the Registrant’s responses.
Frank Polverino Tel +1 212 504 6820 Fax +1 212 504 6666 frank.polverino@cwt.com
Ms. Katherine Hsu
August 20, 2020
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 number 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.
We have revised the PSA to include the language with respect to posting such tabulation of responses on the Certificate Administrator’s website. We have also revised the disclosure in the prospectus under the section heading “The Asset Representations Reviewer—Dispute Resolution Provisions—Resolution of a Repurchase Request” so that the number of days (15) is consistent with the corresponding provision in the PSA.
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.
We have revised the PSA to be consistent with the definition of “Asset Review Trigger” with the definition in the prospectus.
3. On page 387 of the disclosure in the registration statement, in the first paragraph, we note the registrant’s deletion relating to the Collection 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 have revised the PSA to make this corresponding change to be consistent the prospectus.
If you have any questions concerning the foregoing, please contact the undersigned.
Very truly yours,
/s/ Frank Polverino
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Cadwalader, Wickersham & Taft LLP
227 West Trade Street, Charlotte, NC 28202
Tel +1 704 348 5100 Fax +1 704 348 5200
www.cadwalader.com
August 20, 2020
Katherine Hsu
Office Chief
Office of Structured Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Re: LMF Commercial Mortgage Securities, LLC
Registration Statement on Form SF-3
Filed July 14, 2020
File No.
333-236566
Dear Ms. Hsu:
We are counsel to
LMF Commercial Mortgage Securities, LLC (the “Registrant”). We have reviewed your letter dated July 29, 2020
(the “Comment Letter”) transmitting comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) to the Registrant’s pre-effective amendment
to the registration statement (File No. 333-236566) on Form SF-3 as filed on July 14, 2020. We have also discussed the comments
contained in the Comment Letter with various representatives of the Registrant. Capitalized terms used herein without definition
have the meanings given them in the form of prospectus contained in our pre-effective amendment to the registration statement (the
“Amendment No. 2”) submitted herewith.
For your convenience,
the Staff’s comments are repeated in italics below, followed by the Registrant’s responses.
Frank
Polverino Tel +1 212 504 6820 Fax +1 212 504 6666 frank.polverino@cwt.com
Ms. Katherine Hsu
August 20, 2020
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 number 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.
We have revised the PSA to include the
language with respect to posting such tabulation of responses on the Certificate Administrator’s website. We have also revised
the disclosure in the prospectus under the section heading “The Asset Representations Reviewer—Dispute Resolution
Provisions—Resolution of a Repurchase Request” so that the number of days (15) is consistent with the corresponding
provision in the PSA.
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.
We have revised the PSA to be consistent
with the definition of “Asset Review Trigger” with the definition in the prospectus.
3. On page 387 of the disclosure in the registration statement, in the first paragraph, we note the registrant’s deletion
relating to the Collection 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 have revised the PSA to make this corresponding
change to be consistent the prospectus.
If you have any questions concerning the
foregoing, please contact the undersigned.
Very truly yours,
/s/ Frank Polverino
cc: Andrew Snow (w/o enclosures)
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