SecProbe.io

Mail Stop:  3628

January 16, 2020

Tobin Cobb
President and Chief Executive Officer
3650 REIT Commercial Mortgage Securities LLC
2977 McFarlane Road
Suite 300
Miami, Florida 33133

Re: 3650 REIT Commercial Mortgage Securities LLC
Registration Statement on Form SF -3
Filed December 20, 2019
  File No. 333 -235647

Dear Mr. Cobb :
We have reviewed your 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 c ircumstances
or do not believe an amendment 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.
General
1. Please provide us with your legal analysis why you have not qualified the pooling and
servicing agreement under the Trust Indenture Act (TIA), including how you believe these
certificates differ from asset -backed securities issued in the form of notes, which are
subject to the TIA.  Please also confirm that you understand that the TIA does not permit
the qualification of the pooling and servicing agreement after the effectiveness of a
registration statement (other than an automatic shelf registrat ion statement).  See TIA
Section 309(a).
2. We are unable to determine from your form of prospectus , or underlying transaction
documents , which party will be responsible for  the prepar ation  and filing of Form ABS -
EE, which is required at the time of the prospectus, and on an ongoing basis at the time of
your Form 10 -D.  Please revise your prospectus and transaction documents as necessary

Tobin Cobb
3650 REIT Commercial Mortgage Securities LLC
January 16, 2020
Page 2

 to identify the party responsible for filing Schedule AL data on Form  ABS -EE and to
clarify  that such information will be filed on an ongoing basis.
Summary of Terms
Sponsors, page 22
3. We note your statement on the cover over your registration statement that Grass River
Real Estate Credits Partners Loan Funding LLC is in the  process of changing its name to
3650 REIT Loan Funding LLC.  We also note your disclosure on page 180 under the
heading “The Sponsors and Mortgage Loan Sellers – 3650 REIT” that the sponsor is
doing business as “3650 REIT.”  On page 22, however, the sponsor is identified as “Grass
River Real Estate Credit Partners Loan Funding, LLC” without reference to the pending
name change  or the “d/b/a” designation .  For the avoidance of any confusion, p lease
revise your disclosure throughout your prospectus as necessary to consistently identify the
sponsor and indicate that you will revise the prospectus as necessary when the sponsor’s
name change is finalized.
Primary Servicer, page 24
4. Please revise your bracketed disclosure to indicate that you will identify an d provide
information about the roles for each affiliated servicer and each unaffiliated servicer that
services 10% or more of the pool of assets as contemplated by Item 1108(a)(2) of
Regulation AB.  Please note that the 20% threshold in Item 1108(a)(3) ap plies to the
additional disclosure required under Items 1108(b) -(e) of Regulation AB.  See Item
1103(a)(1) and Item 1108(a) of Regulation AB.
Subordination, Allocation of Losses and Certain Expenses, page 36
5. We note your statement on page 37 that, “[o]ther  than the subordination of certain classes
of certificates…no other form of credit enhancement will be available for the benefit of
the holders of the offered certificates.”  On pages 27, 48, and 334 -37, however, you
include placeholders to disclose inform ation about swap contracts, swap counterparties, or
other derivative instruments.  Please reconcile these statements.
Risk Factors
Static Pool Data Would Not Be Indicative of the Performance of this Pool, page 81
6. We note that you do not intend to provide s tatic pool data.  It is unclear why you have
included a risk factor describing factors an investor should take into account when
reviewing static pool information  if static pool information is not being provided .  It
appears that this risk factor does not describe a risk related to your offering .  Please revise
to provide the static pool information  or revise the risk factor .

Tobin Cobb
3650 REIT Commercial Mortgage Securities LLC
January 16, 2020
Page 3

 Description of the Mortgage Pool
Delinquency Information, page 154
7. We note your disclosure that the asset pool may include delinquent  loans.  Please confirm
that delinquent assets will not constitute 20% or more of the asset pool on the date of any
issuance of certificates under this form of prospectus.  See General Instruction I.B.1(e) of
Form SF -3.
Additional Information, page 179
8. We note your disclosure on page 180 that a Form ABS -EE will be filed on or prior to the
date of the filing of the prospectus is included in brackets.  As it is unclear why the
information is bracketed, please  revise to remove the brackets and confirm that a F orm
ABS -EE containing the information required by Item 1125 of Regulation AB will be filed
on or prior to the date of the filing of this prospectus.
Transaction Parties
The Depositor, page 188
9. We note your cross -reference to a section titled “The Depositor” “in the accompanying
prospectus.”  It is unclear what this cross -reference is referring to.  Please revise.
The Certificate Administrator, page 190
10. Please revise your bracketed statement that disclosure regarding the certificate
administrator wi ll be added to refer to “Item 1109 of Regulation AB,” rather than “Item
1109 of Regulation AB II.”
The Master Servicer, 191
11. Please confirm that, for each servicer contemplated by your form of prospectus, you will
provide information regarding the servicer’s financial condition to the extent that there is
a material risk that the effect on one or more aspects of servicing result ing from such
financial condition could have a material impact on pool performance or performance of
the certificates.  See Item 1108(b)(4) of Regulation AB.
Description of the Certificates
Information Available Electronically, page 230
12. Please revise the list of “SEC EDGAR filings”  to include the F orm ABS -EE.

Tobin Cobb
3650 REIT Commercial Mortgage Securities LLC
January 16, 2020
Page 4

 Description of the Mortgage Loan Purchase Agreements, page 239
13. We note your disclosure on page 244 that the repurchase, substitution, or payment of a
Loss Value Payment obligations will constitute t he sole remedy available to the
Certificateholders and the trustee under the PSA for any uncured breach of representations
and warranties.  This statement appears to be inconsistent with your disclosure on page
321 about the ability of a Certificateholder to initiate dispute resolution proceedings
where a repurchase request has not been resolved.  Please revise here and throughout your
prospectus and transaction documents as necessary to provide consistent disclosure.
Pooling and Servicing Agreement
The As set Representations Reviewer – Asset Review, page 307
14. We note your disclosure that once an Asset Review of a Mortgage Loan is completed, no
further Asset Review will be required of that Mortgage Loan.  To the extent an asset
representations review was cond ucted previously with respect to a Mortgage 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 pr ior asset representations review or the asset representations reviewer
has reason to believe that a prior asset representations review was conducted 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 Ad opting
Release.  Please also revise your transaction documents where appropriate.
Limitation on Rights of Certificateholders to Institute a Proceeding, page 329
15. We note your disclosure that “[n]o Certificateholder  will have any right under the PSA to
institute any proceeding with respect to the PSA or with respect to the certificates,” except
in specified circumstances.  Please revise to clarify that such restrictions and conditions
do not apply to, and will not ot herwise impair, investors’ ability to utilize the dispute
resolution and asset representations review provisions that you describe on pages 304 -11
and pages 321 -23.
Annexes
16. Please revise your prospectus as necessary to include language which indicates that  each
annex is specifically incorporated into the prospectus.
Prospectus Back Cover Page, page E -2
17. It appears that the statement regarding prospectus delivery obligations of the dealer is
incomplete.  Please revise.  Refer to Item 502(b) of Regulation S -K and Exchange Act
Rule 15c2 -8.

Tobin Cobb
3650 REIT Commercial Mortgage Securities LLC
January 16, 2020
Page 5

 Exhibits
18. In your next pre -effective amendment, please file your form of depositor certification by
the chief executive officer as Exhibit 36.1.  Refer to Item 601(b)(36) of Regulation S -K
and General Instruction I.B.1.(a) of F orm SF -3.
19. Please confirm that you have made conforming revisions to all transaction documents, as
applicable, and file any amended agreements as necessary with your next pre -effective
amendment.
Exhibit 4.1
20. We note that you have listed the Asset Data File  (Exhibit No. 102) and Asset Related
Document (Exhibit No. 103) as exhibits to Form 10 -K filings in Exhibit CC to the Pooling
and Servicing Agreement (PSA).  The Asset Data File and Asset Related Documents must
be filed as exhibits to Form ABS -EE and, as n oted in comment 2 above, incorporated by
reference into the prospectus (at the time of the offering) and the Form 10 -D (for ongoing
reporting).  Please revise as necessary.  Refer to Item 10 of Form SF -3 and General
Instruction D(3)(a) and Item 1A of Form 10 -D.
We remind y ou that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence 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.
Please contact Kayla Roberts at (202) 551 -3490  or me at (202) 551 -3850  with any
questions.
Sincerely,

 /s/ Katherine Hsu

 Katherine Hsu
Office Chief
Office of Structured Finance

cc: Greg Prindle, Esq.
Cadwalader, Wickersham & Taft LLP

Mark Jefferis, Esq.
3650 REIT