Mail Stop 3628
May 7, 2021
Via E-mail
Tobin Cobb
President and Chief Executive Officer
3650 REIT Commercial Mortgage Securities II LLC
2977 McFarlane Road, Suite 300
Miami, Florida 33133
Re: 3650 REIT Commercial Mortgage Securities II LLC
Registration Statement on Form SF-3
Filed April 12, 2021
File No. 333-255181
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
circumstances 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.
Registration Statement on Form SF-3
Form of Prospectus
Risk Factors Special Risks Current Coronavirus Pandemic Has Adversely
Affected the
Global Economy and Will Likely Adversely Affect the Performance of the
Mortgage Loans,
page 53
1. We note that this risk factor which is not enclosed in square
brackets contains point-
in-time disclosure regarding COVID-19-related economic conditions
and related
governmental relief measures. Please confirm that, at the time of
any offering, you will
Tobin Cobb
3650 REIT Commercial Mortgage Securities II LLC
May 7, 2021
Page 2
update this risk factor to the extent necessary to provide a current
description of the
specific risks related to the offer and sale of the securities.
Description of the Mortgage Pool Delinquency Information, page 161
2. 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.
Pooling and Servicing Agreement
Modifications, Waivers and Amendments, page 282
3. We note your disclosure under Risk Factors Special Risks Current
Coronavirus
Pandemic Has Adversely Affected the Global Economy and Will Likely
Adversely
Affect the Performance of the Mortgage Loans on page 55 of your
prospectus that
[s]ome borrowers may seek forbearance arrangements at some point in
the near future, if
they have not already made such request as well as your disclosure
under Changes to
REMIC Restrictions on Loan Modifications and REMIC Rules on Partial
Releases May
Impact an Investment in the Certificates on page 123 of your
prospectus that the master
servicer or the special servicer may grant certain forbearances (and
engage in related
modifications) . . . with respect to a mortgage loan in connection with
the COVID-19
emergency, which may impact the timing of payments and ultimate recovery
on the
mortgage loan, and likewise on one or more classes of certificates. We
understand that
commercial mortgage servicers began granting forbearance and other
temporary payment
deferral arrangements with greater regularity following the COVID-19
pandemic.
However, your form of prospectus does not describe the circumstances
under which the
master servicer or the special servicer may grant such forbearance
arrangements. If
applicable, please revise your disclosure to describe any relevant
provisions in your
transaction agreements governing the master servicer s or the special
servicer s granting
of such forbearance arrangements.
Advances P&I Advances, page 255
4. We note your disclosure that the master servicer will be obligated to
advance periodic
payments that were due on the mortgage loans during the related
collection period and
not timely received. Please revise your disclosure and related
transaction agreements, as
appropriate, to clarify whether servicing advances are required to be
made in respect of
periodic payments for any loans that are subject to forbearance or other
temporary
payment deferral arrangements. Please also clarify the terms on which
advances are to be
made.
Tobin Cobb
3650 REIT Commercial Mortgage Securities II LLC
May 7, 2021
Page 3
Exhibits
5. 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.
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 Meeks, Special Counsel, at (202) 551-7146 or me
at (202)
551-3850 if you have any questions.
Sincerely,
/s/ Katherine Hsu
Katherine Hsu
Chief, Office of
Structured Finance
cc: Mark Jefferis, Esq.
3650 REIT
Greg Prindle, Esq.
Cadwalader, Wickersham & Taft LLP