SecProbe.io

May 14, 2025
Richard Simpson
President
Citigroup Commercial Mortgage Securities Inc.
388 Greenwich Street, 6th Floor
New York, New York 10013
Re:Citigroup Commercial Mortgage Securities Inc.
Registration Statement on Form SF-3
Filed April 17, 2025
File No. 333-286596
Dear Richard Simpson:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form SF-3
General
1.Please confirm that the depositor and any issuing entities previously established,
directly or indirectly by the depositor or any affiliate of the depositor have been
current and timely with Exchange Act reporting during the last twelve months with
respect to asset-backed securities involving the same asset class. Please refer to
General Instruction I.A.2. of Form SF-3.
2.We note your disclosure throughout the prospectus that the mortgage pool may
contain delinquent mortgage loans. Please confirm that, if delinquent assets are
included in the pool at the time of the prospectus, the delinquent assets will not
constitute 20% or more of the asset pool on the date of any issuance of notes under
this form of prospectus. Refer to General Instruction I.B.1(e) of Form SF-3.

May 14, 2025
Page 2
Form of Prospectus
Summary of Terms
Distributions, page 39
3.We note your disclosure of various types of shortfalls in available funds which will
reduce distributions to the classes of certificates or trust components with the lowest
payment priorities under "E. Shortfalls in Available Funds" on page 43. This includes
shortfalls resulting "from extraordinary expenses of the issuing entity including
indemnification payments payable to the parties to the pooling and servicing
agreement and the parties to any outside servicing agreement." Please revise to clarify
that such shortfalls will not include any expenses or cost incurred by the certificate
administrator or any other party administering an asset review vote or referring a
dispute for mediation or arbitration.
Transaction Parties
The Asset Representations Reviewer, page 261
4.We note your cross-reference to the section titled "—Certain Affiliations,
Relationships and Related Transactions Involving Transaction Parties" for a
description of "any material affiliations, relationships and related transactions between
the Asset Representations Reviewer and the other transaction parties." Please confirm,
and revise your prospectus as necessary to clarify, that the asset representations
reviewer will not be affiliated with any sponsor, depositor, servicer, or trustee of the
transaction, or any of their affiliates at all times throughout the lifetime of the
transaction. Please also confirm that the asset representations reviewer will not be the
same party or an affiliate of any party hired by the sponsor or underwriter to perform
pre-closing due diligence work on the pool assets. See Item 1101(m) of Regulation
AB.
The Pooling and Service Agreement
The Asset Representations Reviewer, page 399
5.The form of prospectus defines an “Asset Review Quorum” on page 400 to mean “in
connection with any solicitation of votes to authorize an Asset Review as described
above, the holders of Certificates evidencing at least 5.0% of the aggregate Voting
Rights.” Please revise your disclosure regarding the 5% threshold of investors
required to initiate an asset review vote to clarify that certificates held by the sponsor
or servicer, or any affiliates thereof, are not included in the calculation for
determining whether 5% of investors have elected to initiate a vote. Refer to Section
V.B.3(a)(2)(c)(i)(b) of Release No. 33-9638 (the “Regulation AB II Adopting
Release”) (stating that the maximum percentage of investors' interest in the pool
required to initiate the vote may not be greater than 5% of the total investors’ interest
in the pool (i.e., interests that are not held by affiliates of the sponsor or servicer)).

May 14, 2025
Page 3
Dispute Resolution Provisions, page 407
6.We note your disclosure under "Mediation and Arbitration Provisions" on page 409
that any “out-of-pocket expenses required to be borne by or allocated to the Enforcing
Servicer in a mediation or arbitration will be reimbursable as trust fund expenses.”
Please tell us how this disclosure complies with General Instruction I.B.1(c)(B) of
Form SF-3 which requires certain provisions for how expenses should be allocated or
revise.
Part II - Information Not Required in Prospectus
Item 14. Exhibits., page II-4
7.Please file your remaining exhibits with your next amendment. Refer to Item 1100(f)
of Regulation AB and Item 601 of Regulation S-K. Note that we may have additional
comments on your registration statement following our review of any such exhibits.
            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.
            Please contact Donial Dastgir at 202-551-3039 or Arthur Sandel at 202-551-3262
with any questions.
Sincerely,
Division of Corporation Finance
Office of Structured Finance