OFFERING CIRCULAR STRICTLY CONFIDENTIAL

$573,750,000Citigroup Commercial Mortgage Trust 2013-375P

Issuing EntityCommercial Mortgage Pass-Through Certificates, Series 2013-375P

Citigroup Commercial Mortgage Securities Inc.Depositor

The Citigroup Commercial Mortgage Trust 2013-375P, Commercial Mortgage Pass-Through Certificates, Series 2013-375P (the Certificates) willrepresent beneficial interests in the Citigroup Commercial Mortgage Trust 2013-375P (the Issuing Entity), which will be established by CitigroupCommercial Mortgage Securities Inc. (the Depositor) pursuant to a Trust and Servicing Agreement (the Trust and Servicing Agreement), dated as ofMay 6, 2013, among the Depositor, Wells Fargo Bank, National Association, as servicer (in such capacity, the Servicer) and special servicer (in suchcapacity, the Special Servicer), Citibank, N.A., as certificate administrator (in such capacity, the Certificate Administrator) and U.S. Bank NationalAssociation, as trustee (in such capacity, the Trustee). The assets of the Issuing Entity will consist primarily of a 10-year fixed rate interest-onlymortgage loan (the Trust Loan), issued by 375 Park Fee LLC (the Borrower), secured (together with the related Companion Loan (as defined herein))by, among other things, a first lien mortgage on the Borrowers fee simple interest in an office building located at 375 Park Avenue, New York, New York(the Property). The Trust Loan is divided into two portions: (a) a senior portion in the principal amount of $209,000,000 (the Senior Portion); and(b) a junior portion in the principal amount of $364,750,000 (the Junior Portion). The Trust Loan is also part of a Whole Loan (as defined herein)comprised of the Trust Loan and a related Companion Loan that will not be included in the Trust and that are pari passu in right of payment with theSenior Portion and senior in right of payment to the Junior Portion. The Borrower is indirectly wholly owned and controlled by the Guarantor (as definedherein). The Whole Loan was made to the Borrower by Citigroup Global Markets Realty Corp. (CGMRC) and German American Capital Corporation(GACC; CGMRC and GACC, each, a Loan Seller and collectively, the Loan Sellers). CGMRC made and currently holds the Senior Portion andeach Loan Seller made and currently holds 50% of the Junior Portion. Citigroup Global Markets Realty Corp. is an affiliate of the Depositor, CitigroupGlobal Markets Inc., an Initial Purchaser, and the Certificate Administrator. German American Capital Corporation is an affiliate of Deutsche BankSecurities Inc., an Initial Purchaser. Each Loan Seller will sell and assign its respective interest in the Trust Loan to the Depositor on the Closing Date(as defined herein). It is a condition to the issuance of the Certificates that they receive the ratings set forth on this cover page by Kroll Bond RatingAgency, Inc. (KBRA and Moodys Investors Service, Inc. (Moodys and, collectively with KBRA, the Rating Agencies). See Ratings in this OfferingCircular.

See Risk Factors in this Offering Circular beginning on page 29 to read about factors you should consider before buying the Certificates.

Class ofCertificates

Initial CertificateBalance or

Notional Amount(1)Pass-Through

Rate Description

ApproximateInitial Pass-

Through RateAssumed Final

Distribution Date(2)Rated Final

Distribution DateExpected Ratings(KBRA/Moodys)(3)

Class A................. $ 209,000,000 Fixed(4) 3.251% May 2023 May 2035 AAA(sf)/Aaa(sf)Class X-A ............. $ 209,000,000 (5) Variable IO(5) 0.383% May 2023 May 2035 AAA(sf)/Aaa(sf)Class B................. $ 121,563,000 Variable(6) 3.634% May 2023 May 2035 A-(sf)/Aa3(sf)Class C................. $ 67,837,000 Variable(6) 3.634% May 2023 May 2035 BBB-(sf)/A3(sf)Class D................. $ 66,500,000 Variable(6) 3.634% May 2023 May 2035 BB(sf)/Baa3(sf)Class E................. $ 108,850,000 Variable(6) 3.634% May 2023 May 2035 NR/Ba3(sf)Class R(7).............. N/A N/A N/A N/A N/A NR/NR

(see footnotes to table on page ii)

THE CERTIFICATES WILL NOT REPRESENT AN INTEREST IN OR AN OBLIGATION OF THE DEPOSITOR, THE PROPERTY SPONSOR, THEBORROWER, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THEINITIAL PURCHASERS, THE COMPANION LOAN HOLDER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NORTHE TRUST LOAN WILL BE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.PROCEEDS OF THE TRUST LOAN WILL BE THE SOLE SOURCE OF PAYMENTS ON THE CERTIFICATES.

THE OFFER AND SALE OF THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATESSECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR REGISTERED OR QUALIFIED UNDER ANY APPLICABLE STATE ORFOREIGN SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD ONLY (1) TO QUALIFIED INSTITUTIONAL BUYERS (QUALIFIEDINSTITUTIONAL BUYERS) WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT (RULE 144A), (2) (EXCEPT WITH RESPECTTO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE ACCREDITED INVESTORS (INSTITUTIONALACCREDITED INVESTORS) WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT(REGULATION D), AND (3) (EXCEPT WITH RESPECT TO THE CLASS E CERTIFICATES (UNLESS THE DEPOSITOR OTHERWISE CONSENTS)AND THE CLASS R CERTIFICATES) TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS, AS DEFINED IN, AND IN RELIANCE ON,REGULATION S UNDER THE SECURITIES ACT (REGULATION S). THE CERTIFICATES ARE RESTRICTED SECURITIES AND WILL NOT BETRANSFERABLE EXCEPT IN ACCORDANCE WITH THE RESTRICTIONS DESCRIBED UNDER NOTICE TO INVESTORS AND DESCRIPTIONOF THE CERTIFICATESDELIVERY, FORM, TRANSFER AND DENOMINATION IN THIS OFFERING CIRCULAR.

The Certificates are being privately offered by Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. (collectively, the InitialPurchasers), when, as and if issued by the Issuing Entity, delivered to and accepted by the Initial Purchasers and subject to each Initial Purchasersright to reject orders in whole and in part. The Initial Purchasers are acting as co-lead managers and bookrunners in the following manner: CitigroupGlobal Markets Inc. is acting as sole manager and bookrunner with respect to 100% of the Class A Certificates and the Class X-A Certificates; and eachof Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. is acting as sole manager and bookrunner with respect to 50% of each other Class ofCertificates. Each of the Initial Purchasers will offer its respective Certificates from time to time to prospective investors in negotiated transactions orotherwise at varying prices to be determined at the time of sale (plus accrued interest thereon). The Certificates are being offered by the InitialPurchasers exclusively to Qualified Institutional Buyers, other Institutional Accredited Investors and offshore purchasers, in all cases in transactionsexempt from the registration requirements of the Securities Act as described in this Offering Circular. It is expected that delivery of the Certificates (otherthan the Class R Certificates and any other Certificates sold in the United States to Institutional Accredited Investors that are not Qualified InstitutionalBuyers) will be made through The Depository Trust Company in the United States and through Clearstream Banking, socit anonyme, and theEuroclear System in Europe on or about May 29, 2013 (the Closing Date). The Depositor has not applied for and does not intend to apply for listing ofthe Certificates on any securities exchange or stock market. See Offering and Sale in this Offering Circular.

Citigroup Deutsche Bank SecuritiesCo-Lead Managers and Bookrunners

Offering Circular dated May 16, 2013

ii

CERTIFICATE SUMMARY

Certain capitalized terms are defined and used in this Offering Circular to assist you in understanding the termsof the Certificates and this offering. Capitalized terms used in this Offering Circular are defined on the pagesindicated in Index of Defined Terms in this Offering Circular.

Class ofCertificates

InitialCertificate Balance or

Notional Amount(1)

ApproximateInitial

Pass-ThroughRate

Assumed FinalDistribution

Date(2)

ExpectedWeightedAverage

Life (Yrs)(2)Expected Ratings(KBRA/Moodys)(3)

ApproximateCumulative

Certificate LTVRatio (%)(8)

ApproximateCumulative

Underwritten NCFDebt Yield (%)(9)

Class A .................. $ 209,000,000 3.251%(4) May 2023 9.95 AAA(sf)/Aaa(sf) 26.1% 17.0%Class X-A............... $ 209,000,000 (5) 0.383%(5) May 2023 N/A AAA(sf)/Aaa(sf) N/A N/AClass B .................. $ 121,563,000 3.634%(6) May 2023 9.95 A-(sf)/Aa3(sf) 33.7% 13.2%Class C .................. $ 67,837,000 3.634%(6) May 2023 9.95 BBB-(sf)/A3(sf) 38.0% 11.7%Class D .................. $ 66,500,000 3.634%(6) May 2023 9.95 BB(sf)/Baa3(sf) 42.1% 10.5%Class E .................. $ 108,850,000 3.634%(6) May 2023 9.95 NR/Ba3(sf) 48.9% 9.1%Class R(7) ............... N/A N/A N/A N/A NR/NR N/A N/A

(1) Approximate, subject to a variance of plus or minus 5%.(2) Assuming no prepayments, no extensions, no defaults, no repurchases, no modifications and no acceleration of the maturity of

the Whole Loan and according to the modeling assumptions described under Yield, Prepayment and Maturity Considerationsin this Offering Circular.

(3) It is a condition to issuance of the Certificates that the Certificates (other than the Class R Certificates) receive the ratings setforth above. Ratings shown are, as indicated, those of Kroll Bond Rating Agency, Inc. (KBRA) and Moodys InvestorsService, Inc. (Moodys and, collectively with KBRA, the Rating Agencies). Certain nationally recognized statistical ratingorganizations (NRSROs), as such term is defined in Section 3(a)(62) of the Securities Exchange Act of 1934, as amended(the Exchange Act), that were not hired by the Depositor may use information they receive pursuant to Rule 17g-5 under theExchange Act (Rule 17g-5) or otherwise to rate the Certificates. There can be no assurance as to what ratings a non-hiredNRSRO would assign. See Risk FactorsRisks Relating to the CertificatesRatings of the Certificates in this OfferingCircular. The Rating Agencies have informed us that the sf designation in the ratings represents an identifier of structuredfinance product ratings. For additional information about this identifier, prospective investors can go towww.krollbondratings.com and/or www.moodys.com. The Depositor and the Initial Purchasers have not verified, do not adoptand accept no responsibility for any statements made by the Rating Agencies on those internet websites. See Risk FactorsRisks Relating to the CertificatesRatings of the Certificates in this Offering Circular. NR means not rated. ImportantDisclaimer: Credit ratings referenced throughout this Offering Circular are forward-looking opinions about credit riskand express an agencys opinion about the ability and willingness of an issuer of securities to meet its financialobligations in full and on time. Ratings are not indications of investment merit and are not buy, sell, or holdrecommendations, a measure of asset value, or a signal of the suitability of an investment.

(4) For any distribution date, the Pass-Through Rate on the Class A Certificates will be a fixed rate per annum, as described underDescription of the CertificatesDistributions on the Certificates in this Offering Circular.

(5) The Class X-A Certificates will not have a Certificate Balance and will not be entitled to distributions of principal. The Class X-ACertificates will accrue interest on their Notional Amount and at their variable Pass-Through Rate as described underDescription of the CertificatesDistributions on the Certificates in this Offering Circular. The Notional Amount of the Class X-A Certificates will be equal to the Certificate Balance of the Class A Certificates.

(6) For any distribution date, the Pass-Through Rate on each Class of the Class B, Class C, Class D and Class E Certificates willbe a per annum rate equal to the Net Mortgage Rate (which is the Mortgage Rate minus the Administrative Fee Rate) adjusted,if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months during the Loan Interest AccrualPeriod that ends in the calendar month in which such distribution date occurs as described under Description of theCertificatesDistributions on the Certificates in this Offering Circular.

(7) The Class R Certificates will not have a Certificate Balance, Notional Amount, Pass-Through Rate, rating or Rated FinalDistribution Date. The Class R Certificates will represent the residual interests in the Lower-Tier REMIC and Upper-TierREMIC, as further described in this Offering Circular. The Class R Certificates will not be entitled to distributions of principal orinterest.

(8) Approximate Cumulative Certificate LTV Ratio means, with respect to any Class of Certificates (other than the Class X-A andClass R Certificates), (x) the sum of (i) the aggregate Certificate Balance of such Class of Certificates and all other Classes ofCertificates (other than the Class X-A and Class R Certificates), if any, with an earlier alphabetical designation to such Class ofCertificates, plus (ii) the aggregate outstanding principal balance of the Companion Loan, divided by (y) $1,600,000,000, whichis the appraised value of the Property as determined by Cushman & Wakefield, Inc. as of March 2013.

(9) Approximate Cumulative Underwritten NCF Debt Yield means, with respect to any Class of Certificates (other than the ClassX-A and Class R Certificates), (x) the aggregate Underwritten Net Cash Flow (as defined under Description of the PropertyCash Flow Analysis in this Offering Circular) divided by (y) the sum of (i) the aggregate Certificate Balance of such Class ofCertificates and all other Classes of Certificates (other than the Class X-A and Class R Certificates), if any, with an earlieralphabetical designation to such Class of Certificates, plus (ii) the aggregate outstanding principal balance of the CompanionLoan.

iii

THE OFFER AND SALE OF THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTEREDWITH, RECOMMENDED BY OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGECOMMISSION (THE SEC) OR ANY STATE OR OTHER SECURITIES COMMISSION OR REGULATORYAUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS OFFERINGCIRCULAR OR CONFIRMED OR DETERMINED THE ACCURACY OR ADEQUACY OF THIS OFFERINGCIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING ANINVESTMENT DECISION TO PURCHASE THE CERTIFICATES, PURCHASERS MUST RELY ON THEIR OWNEXAMINATIONS OF THE TRUST LOAN, THE BORROWER, THE PROPERTY SPONSOR, THE PROPERTY, THEDEPOSITOR, THE LOAN SELLERS, THE ISSUING ENTITY, THE CERTIFICATE ADMINISTRATOR, THETRUSTEE, THE 17G-5 INFORMATION PROVIDER, THE SERVICER AND THE SPECIAL SERVICER AND THETERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.

NOTICE TO NEW HAMPSHIRE RESIDENTS

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR ANAPPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OFTHE NEW HAMPSHIRE REVISED STATUTES ANNOTATED (RSA 421-B) WITHTHE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY ISEFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEWHAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF NEWHAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACTTHAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR ATRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANYWAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED ORGIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT ISUNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVEPURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENTWITH THE PROVISIONS OF THIS PARAGRAPH.

NOTICE TO FLORIDA RESIDENTS

WHERE SALES ARE MADE TO FIVE OR MORE PERSONS IN FLORIDA (EXCLUDING QUALIFIEDINSTITUTIONAL BUYERS WITHIN THE MEANING OF SEC RULE 144A AND CERTAIN OTHERINSTITUTIONAL PURCHASERS DESCRIBED IN SECTION 517.061(7) OF THE FLORIDA SECURITIES ANDINVESTOR PROTECTION ACT (THE FLORIDA ACT)), ANY SUCH SALE MADE PURSUANT TO SECTION517.061(11) OF THE FLORIDA ACT SHALL BE VOIDABLE BY THE PURCHASER WITHIN THREE DAYS AFTER(A) RECEIPT OF THIS OFFERING CIRCULAR, OR (B) THE FIRST PAYMENT OF MONEY OR OTHERCONSIDERATION TO THE DEPOSITOR, AN AGENT OF THE DEPOSITOR, OR AN ESCROW AGENT,WHICHEVER OCCURS LATER.

IRS CIRCULAR 230 NOTICE

THIS OFFERING CIRCULAR IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FORTHE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES. THIS OFFERINGCIRCULAR IS WRITTEN AND PROVIDED BY THE DEPOSITOR IN CONNECTION WITH THE PROMOTION ORMARKETING BY THE DEPOSITOR AND THE INITIAL PURCHASERS OF THE TRANSACTIONS OR MATTERSADDRESSED IN THIS OFFERING CIRCULAR. INVESTORS SHOULD SEEK ADVICE BASED ON THEIRPARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

iv

NON-GAAP FINANCIAL MEASURES

This Offering Circular presents a number of non-GAAP financial measures, including Underwritten NCF DebtYield, Underwritten Net Cash Flow, and Underwritten NCF DSCR, as well as other terms used to measure andpresent information relating to operation and performance of the Property that are commonly used in the commercialreal estate and real estate finance industries. In addition, the presentation of Underwritten Net Operating Incomeincludes adjustments that reflect these non-GAAP measures. These and related terms are defined underDescription of the PropertyCash Flow Analysis in this Offering Circular.

As presented in this Offering Circular, these terms are supplemental measures of performance or liquidity thatare not required by, or presented in accordance with, GAAP. They are not measurements of financial performanceunder GAAP and should not be considered as alternatives to performance measures derived in accordance withGAAP or as alternatives to net income or cash flows from operating activities or as illustrative measures of liquidity.While some of these terms are widely-used within the commercial real estate and real estate finance industries, theseterms have limitations as analytical tools, and investors should not consider them in isolation or as substitutes foranalysis of results as reported under GAAP.

The non-GAAP financial measures presented are not intended as alternatives to any measures of performancein conformity with GAAP. Investors should therefore not place undue reliance on non-GAAP financial measures orratios calculated using those measures.

The SEC has adopted rules to regulate the use in filings with the SEC and public disclosures and press releasesof non-GAAP financial measures that are derived on the basis of methodologies other than in accordance with GAAP.The non-GAAP financial measures presented in this Offering Circular do not comply with these rules.

vTABLE OF CONTENTS

SUMMARY OF OFFERING CIRCULAR ......................1RISK FACTORS.........................................................29

Risks Relating to the Property and Single LoanCMBS .................................................................29The Issuing Entitys Assets May Be

Insufficient To Allow for Repayment in Fullon Your Certificates.........................................29

Lack of Asset Diversification ...............................29Dependence on Tenants; Credit Quality of

Tenants ...........................................................29Tenant Concentration Increases the Risk

That Cash Flow Will Be Interrupted, WhichCould Reduce Distributions on YourCertificates ......................................................30

Default by One or More Tenants May Resultin a Material Shortfall in OperatingRevenues and May Result in a Decline inthe Value of the Property.................................31

Commercial Lending Is Dependent Upon NetOperating Income............................................31

Property Value May Be Adversely AffectedEven When There Is No Change inCurrent Operating Income...............................33

Risks Relating to Underwritten Net CashFlow.................................................................33

Balloon Payments ...............................................34Risks Associated with Commercial Real

Estate Lending ................................................34Risks Specific to Office Properties ......................35Risks Specific to Restaurant Properties..............36Properties Afforded Landmark Status May

be Subject to Additional Expense andDelay in Connection With any Restoration,Alteration, Reconstruction, Demolition, OrNew Construction Affecting the Property.........36

Performance of the Certificates Will BeHighly Dependent on the Performance ofTenants and Tenant Leases............................37

We Cannot Assure You That Any OngoingReserve Deposits Made by the Borrowerto any Reserve in Respect of the Propertywill be Sufficient for its Intended Purpose........37

Condemnations With Respect to theProperty Could Adversely AffectDistributions on Your Certificates ....................37

Reliance on the Manager....................................37Limited Recourse ................................................38The Borrowers Form of Entity May Cause

Special Risks...................................................38Limitations of Appraisals of the Property.............39Property Inspections and Engineering

Reports May Not Reflect All ConditionsThat Require Repair on the Property...............40

Bankruptcy Considerations .................................40The Loan Sellers, the Depositor and the

Issuing Entity Are Subject to Insolvency orBankruptcy Laws That May Affect theIssuing Entitys Ownership of the TrustLoan ................................................................41

Inadequacy of Title Insurers May AdverselyAffect Distributions on Your Certificates..........42

Risks Related to Assignments of Leases andRents...............................................................42

Litigation and Other Disputes Involving theGuarantor, the Property Sponsor andCertain Principals of the Borrower andRelated Entities May Materially andAdversely Affect the Borrower, theProperty and the Performance of the TrustLoan ................................................................43

The Performance of the Trust Loan and theProperty Depends in Part on Who Controlsthe Borrower and the Property ........................43

Risks Relating to Assumption of the TrustLoan ................................................................44

Limitations with Respect to Representationsand Warranties of the Loan Sellers; NoParty Is Obligated To Review the TrustLoan To Determine WhetherRepresentations and Warranties Are True;Loan Sellers May Not Be Able To Make aRequired Repurchase or Substitution of aDefective Trust Loan .......................................44

Risks Related to Foreclosure..............................44Risks Related to Converting Commercial

Properties to Alternative Uses.........................45Risks Related to Renewal, Termination and

Reletting..........................................................45Mezzanine Financing or the Ability To Incur

Mezzanine Financing Entails Risk...................46Risks Relating to Bankruptcy and Financial

Considerations of Tenants ..............................46Certain Environmental Matters ...........................47Certain Collateral Arrangements Could be

Challenged as Fraudulent Transfers ...............49Limitations on Real Estate Lenders Imposed

by State Laws; Risks Associated withForeclosure .....................................................49

Zoning Compliance.............................................50Costs of Compliance with Americans with

Disabilities Act.................................................50Limitations on Enforceability ...............................50Availability of Insurance and Insufficiency of

Proceeds.........................................................51Risks Associated with Blanket Insurance

Policies............................................................51Availability of Terrorism Insurance......................51Geographic Considerations; Risks Related to

Geographic Concentration; Dependenceon the New York City Economy.......................52

Risks Related to the Guarantor and ItsSubsidiaries.....................................................53

Potential Conflicts of Interest of theGuarantor........................................................53

Risks Related to Conflicts of Interest......................53Potential Conflicts of Interest of the Servicer

and the Special Servicer .................................53

vi

Potential Conflicts of Interest of the InitialPurchasers and Their Affiliates........................54

Potential Conflicts of Interest of the LoanSellers .............................................................55

Risks Relating to General Economic Conditionsand the Global Market.........................................56The Credit Crisis and Downturn in the Real

Estate Market Have Adversely Affectedand May Continue To Adversely Affect theValue of CMBS................................................56

The Volatile Economy and Credit Crisis MayIncrease Loan Defaults and Affect theValue and Liquidity of Your Investment ...........56

Risks to the Financial Markets Relating toTerrorist Attacks ..............................................58

Risks Relating to the Certificates............................58The Certificates May Not Be a Suitable

Investment for You ..........................................58The Certificates Have Limited Liquidity and

the Market Value of the Certificates MayDecline ............................................................59

The Certificates Will Be RestrictedSecurities; There Are Restrictions onTransfers of the Certificates ............................60

The Prospective Performance of the TrustLoan Included in the Issuing Entity ShouldBe Evaluated Separately from That of anyOther Loan ......................................................60

Subordination of the Class B, Class C, ClassD and Class E Certificates...............................61

The Timing of Prepayments and OtherCollections on the Trust Loan May ChangeYour Anticipated Yield .....................................61

Realized Losses and Shortfalls on the TrustLoan May Change Your Anticipated Yield.......62

Risks Relating to Interest on Advances andSpecial Servicing Compensation.....................63

Commencing Legal Proceedings AgainstParties to the Trust and ServicingAgreement May Be Difficult .............................64

The Junior Portion is Subordinate in Right ofPayment to the Companion Loan and theSenior Portion..................................................64

Your Lack of Control Over the Issuing EntityCan Adversely Impact Your Investment ..........64

Limited Obligations .............................................65Effect of Borrower Defaults .................................65Variability of Average Life ...................................66Ratings of the Certificates...................................67Risks Relating to Book-Entry Registration ..........69Legal and Regulatory Provisions Affecting

Investors Could Adversely Affect theLiquidity of the Certificates ..............................69

The Payment of Expenses of the IssuingEntity May Reduce the Amount ofDistributions on Your Certificates ....................70

Tax Consequences of the Class RCertificates Present Risks ...............................70

Certain Federal Income Tax ConsiderationsRegarding Original Issue Discount ..................71

REMIC Status .....................................................71

Changes to REMIC Restrictions on LoanModifications May Impact an Investment inthe Certificates ................................................71

Tax Consequences Related to Foreclosure........72State and Local Tax Considerations ...................72

Risks Relating to the Combination or Layeringof Multiple Risks..................................................73

DESCRIPTION OF THE PROPERTY........................73General ..................................................................73Cash Flow Analysis ................................................74Operating History of the Property ...........................75

Certain Definitions and Column Headings ..........76Tenant Summary....................................................78

General...............................................................78Rent Roll Information ..........................................79Historical Occupancy ..........................................80Lease Expirations ...............................................80

Description of the Wells Fargo Lease.....................80General...............................................................80Term ...................................................................81Rent ....................................................................81Use of Premises .................................................81Early Termination Option ....................................82Rights of First Offer.............................................82Default by the Borrower ......................................83Default by Wells Fargo .......................................83Termination for Casualty and Condemnation .....83Assignment and Subletting .................................84

Market Overview ....................................................84Third Party Reports ................................................85

Appraisal.............................................................85Engineering Report.............................................85Environmental Assessment ................................86Zoning Report .....................................................86

DESCRIPTION OF THE TRUST LOAN.....................86General ..................................................................86Security ..................................................................87Non-Recourse Provisions and Exceptions .............87

Limited Recourse Guaranty ................................89Environmental Indemnity ....................................90

Payment on the Whole Loan and CashManagement.......................................................91Principal and Interest Payments .........................92

Restricted Account and Cash ManagementAccount...............................................................92

Payment of Certain Trust Expenses.......................97Prepayment............................................................98Defeasance ..........................................................100Permitted Transfers..............................................102Permitted Equity Transfers...................................103Permitted Property Transfer (Assumption) ...........106Additional Indebtedness; Liens ............................108

Mezzanine Loans..............................................108Permitted Indebtedness and Liens ...................108Permitted Future Mezzanine Debt ....................109

Reserve Accounts ................................................111Tax and Insurance Reserve Account................111Replacement Reserve Account ........................111Immediate Repairs Account..............................112Leasing Reserve Account.................................113Operating Expense Account .............................114Excess Cash Flow Account ..............................114

vii

Unfunded Obligations Account..........................115Wells Fargo Rollover Reserve Account ............116

Alterations and Expansions ..................................117Leases..................................................................118Risk Management.................................................119

Insurance ..........................................................119Casualty and Condemnation.............................123Restoration........................................................123

Financial Reporting...............................................126Annual Financial Statements ............................126Monthly Financial Statements ...........................127Other Reports ...................................................127

Single Purpose Entity Covenants .........................127Independent Directors.......................................130

Management Agreement ......................................131Mortgage Loan Events of Default .........................132Governing Law .....................................................135Borrower Representations and Warranties...........135

DESCRIPTION OF THE WHOLE LOAN ANDTHE CO-LENDER AGREEMENT.....................135

The Whole Loan ...................................................135Co-Lender Agreement ..........................................136

General .............................................................136Servicing of the Whole Loan .............................136Application of Payments ...................................136Allocation of Expenses and Losses ..................138Modifications, Extensions, Waivers or

Amendments .................................................138Sale of the Whole Loan.....................................139

DESCRIPTION OF THE MEZZANINE LOANSAND THE MEZZANINE INTERCREDITORAGREEMENT ...................................................139

General.................................................................139Terms of the Mezzanine Loans ............................139Mezzanine Loan Events of Default .......................141Mezzanine Intercreditor Agreement......................144

Modification and Amendments..........................145Subordination of the Mezzanine Loans and

the Mezzanine Loan Documents ...................152Foreclosure of Separate Collateral ...................153Cure Rights .......................................................153Right to Purchase the Whole Loan and

Senior Mezzanine Loan.................................154Termination of Property Manager .....................155Budget Approval Rights ....................................155

DESCRIPTION OF THE BORROWER....................156Background ..........................................................156

DESCRIPTION OF THE PROPERTY SPONSOR...156DESCRIPTION OF THE MANAGER AND THE

MANAGEMENT AGREEMENT.........................157Property Manager.................................................157Management Agreement ......................................157Compensation ......................................................157

Management Fee..............................................157Construction Management Fee.........................157Leasing and Sale Fee .......................................157Reimbursement.................................................157

Termination...........................................................158Assignment of Management Agreement ..............158

Management Duties..........................................158

DESCRIPTION OF CONDITIONALASSIGNMENT OF MANAGEMENTAGREEMENT...................................................159

Assignment ..........................................................159Subordination .......................................................159Termination ..........................................................159

DESCRIPTION OF THE CERTIFICATES ...............160General ................................................................160The Assets of the Issuing Entity ...........................160Distributions on the Certificates............................160Application of Liquidation Proceeds .....................166Allocation of Yield Maintenance Premiums ..........166Realized Losses...................................................167Appraisal Reductions ...........................................167Voting Rights........................................................169Delivery, Form, Transfer and Denomination.........169

General.............................................................169Book-Entry Registration....................................170Definitive Certificates ........................................173Payments; Certifications by Holders of

Temporary Regulation S GlobalCertificates ....................................................173

Institutional Accredited Investor Certificates .....174The Class R Certificates ...................................174Denominations..................................................175Retention of Certain Certificates by

Transaction Parties and Their RespectiveAffiliates.........................................................176

DESCRIPTION OF THE DEPOSITOR ....................176DESCRIPTION OF THE LOAN SELLERS ..............176

Citigroup Global Markets Realty Corp. .............176German American Capital Corporation.............177

DESCRIPTION OF THE ISSUING ENTITY.............178DESCRIPTION OF THE SERVICER AND THE

SPECIAL SERVICER .......................................178DESCRIPTION OF THE TRUSTEE.........................181DESCRIPTION OF THE CERTIFICATE

ADMINISTRATOR ............................................182DESCRIPTION OF THE TRUST LOAN

PURCHASE AGREEMENTS............................183DESCRIPTION OF THE TRUST AND

SERVICING AGREEMENT ..............................184Assignment of the Trust Loan ..............................185Servicing of the Trust Loan ..................................186

Responsibilities of the Servicer and theSpecial Servicer ............................................186

Servicing Fee and Special Servicing Fee .........187Servicing of the Whole Loan; Inspections.........189

Insurance .............................................................190Fidelity Bonds and Errors and Omissions

Insurance..........................................................191Modification of the Loan Documents ....................191Flow of Funds; Accounts ......................................192

Collection Account ............................................192Distribution Account..........................................192REO Account ....................................................192

Realization Upon the Property .............................193Rating Agency Confirmations...............................196Advances .............................................................197Compensating Interest Payments ........................199Servicer and Special Servicer Termination

Events...............................................................200

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Rights Upon Servicer and Special ServicerTermination Event.............................................201

Replacement of the Special Servicer....................202Limitations on the Rights of the Servicer and

the Special Servicer to Resign..........................202Evidence as to Compliance ..................................203Certain Matters Regarding the Depositor, the

Servicer and the Special Servicer .....................204Amendments ........................................................205Termination...........................................................206Reports to Certificateholders ................................207Information Available Electronically ......................209Other Information..................................................211Duties of the Trustee and the Certificate

Administrator.....................................................212Governing Law .....................................................213

USE OF PROCEEDS...............................................214YIELD, PREPAYMENT AND MATURITY

CONSIDERATIONS..........................................214General.................................................................214Yield on the Class X-A Certificates.......................215Yield on the Class R Certificates ..........................215Weighted Average Life .........................................216Pre-Tax Yield to Maturity Tables ..........................216

CERTAIN LEGAL ASPECTS OF THE TRUSTLOAN ................................................................217

Mortgages, Generally ...........................................217Mortgages, Priority ...............................................217Foreclosure...........................................................217Leases and Rents.................................................219State Law Limitations on Lenders in New York ....219Certain Laws and Regulations..............................220Election of Remedies............................................220Statutory Liabilities ...............................................220Enforceability of Certain Provisions ......................220Default Interest, Prepayment Charges, Yield

Maintenance Charges and Prepayments..........221Environmental Risks.............................................221Applicability of Usury Laws...................................222Americans with Disabilities Act .............................223Bankruptcy Issues ................................................223Anti-Money Laundering, Economic Sanctions

and Bribery........................................................226Potential Forfeiture of Assets................................226

MATERIAL FEDERAL INCOME TAXCONSEQUENCES ...........................................227

IRS Circular 230 Notice ........................................227General.................................................................227Qualification as a REMIC .....................................227Status of Regular Certificates...............................229

Taxation of Regular Certificates ...........................229General.............................................................229Original Issue Discount.....................................229Acquisition Premium.........................................231Market Discount................................................231Premium ...........................................................232Election To Treat All Interest Under the

Constant Yield Method..................................232Treatment of Losses .........................................232Yield Maintenance Premiums ...........................233Sale or Exchange of Regular Certificates .........233

Taxation of the Class R Certificates .....................233Taxation of REMIC Income...............................234Basis and Losses..............................................234Treatment of Certain Items of REMIC

Income and Expense ....................................235Original Issue Discount.....................................235Market Discount................................................235Premium ...........................................................235Limitations on Offset or Exemption of REMIC

Income ..........................................................235Tax Related Restrictions on Transfer of the

Class R Certificates.......................................236Sale or Exchange of the Class R Certificates ...238

Taxes That May Be Imposed on a REMIC ...........239Prohibited Transactions ....................................239Contributions to a REMIC After the Startup

Day................................................................239Net Income from Foreclosure Property.............239

Administrative Matters..........................................239Limitations on Deduction of Certain Expenses.....240Taxation of Certain Foreign Investors ..................240

Regular Certificates ..........................................240Class R Certificates ..........................................241

FATCA .................................................................241Backup Withholding..............................................2413.8% Medicare Tax on Net Investment

Income.............................................................241Reporting Requirements ......................................241

CERTAIN STATE AND LOCAL TAXCONSIDERATIONS .........................................242

CERTAIN ERISA CONSIDERATIONS ....................242LEGAL INVESTMENT .............................................246OFFERING AND SALE............................................246LEGAL MATTERS ...................................................247RATINGS.................................................................247INDEX OF DEFINED TERMS..................................249

Annex A Statistical Characteristics of theTrust Loan ..............................................A-1

Annex B Percentage of Initial CertificateBalance Outstanding of EachClass of Certificates at theSpecified CPY Percentages ...................B-1

Annex C Tables of Pre-Tax Yield toMaturity for the Class A, Class X-A, Class B, Class C, Class D andClass E Certificates ................................C-1

Annex D Representations and Warrantiesof the Borrower.......................................D-1

Annex E Loan Seller Representations andWarranties ..............................................E-1

Annex F Form of Certificate AdministratorDistribution Date Statement.................... F-1

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______________

THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THEPROPERTY SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THECERTIFICATE ADMINISTRATOR, THE INITIAL PURCHASERS, THE COMPANION LOAN HOLDER, THE LOANSELLERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE TRUSTLOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY ORPRIVATE INSURER.

THE YIELD TO MATURITY ON THE CLASS X-A CERTIFICATES WILL BE ESPECIALLY SENSITIVE TO THERATE AND TIMING OF REDUCTIONS MADE TO THE CERTIFICATE BALANCE OF THE CLASS ACERTIFICATES, INCLUDING BY REASON OF DELINQUENCIES AND LOSSES ON THE TRUST LOAN DUE TOLIQUIDATION, PRINCIPAL PAYMENTS (INCLUDING BOTH VOLUNTARY AND INVOLUNTARY PREPAYMENTS,DELINQUENCIES, DEFAULT AND LIQUIDATION) ON THE TRUST LOAN AND PAYMENTS WITH RESPECT TO AREPURCHASE THEREOF. A RATE OF PRINCIPAL PAYMENTS OR LIQUIDATION ON THE TRUST LOAN THATIS MORE RAPID THAN EXPECTED BY INVESTORS MAY HAVE A MATERIAL ADVERSE EFFECT ON THEYIELD TO MATURITY OF THE CLASS X-A CERTIFICATES AND MAY RESULT IN HOLDERS NOT FULLYRECOUPING THEIR INITIAL INVESTMENTS. SEE YIELD, PREPAYMENT AND MATURITYCONSIDERATIONSYIELD ON THE CLASS X-A CERTIFICATES IN THIS OFFERING CIRCULAR.

No person or entity has been authorized to give any information or to make any representations other than thosecontained in this Offering Circular and, if given or made, such information or representations must not be relied uponas having been authorized by any of the Depositor, the Loan Sellers, the Borrower, the Property Sponsor or the InitialPurchasers. Neither the delivery of this Offering Circular nor the acceptance of any offer for any of the Certificateswill under any circumstances create any implication that the information contained in this Offering Circular is correctas of any time subsequent to the date as of which such information is given.

This Offering Circular is confidential and is being furnished in connection with an offering exempt fromregistration or qualification under the Securities Act and applicable state and foreign securities laws, solely for thepurpose of enabling a prospective purchaser to consider the purchase of the Certificates. The information containedin this Offering Circular has been provided by the Loan Sellers, the Depositor, the Property Sponsor, the Borrowerand other sources identified in this Offering Circular. No representation or warranty, express or implied, is made bythe Initial Purchasers, the Loan Sellers or the Depositor or any of their respective affiliates as to the accuracy orcompleteness of such information. This Offering Circular does not constitute an offer to sell or the solicitation of anoffer to buy any securities other than the securities to which it relates or any offer to sell or the solicitation of an offerto buy such securities under any circumstances or in any jurisdiction in which such offer or solicitation is unlawful.

THIS OFFERING CIRCULAR IS PERSONAL TO THE OFFEREE AND HAS BEEN PREPARED SOLELY FORUSE IN CONNECTION WITH THE PROPOSED OFFERING OF THE CERTIFICATES. THIS OFFERINGCIRCULAR IS CONFIDENTIAL AND IS NOT TO BE REPRODUCED IN ANY MANNER WHATSOEVER. ANYFURTHER DISTRIBUTION OR REPRODUCTION OF THIS OFFERING CIRCULAR IN WHOLE OR IN PART, ORTHE DIVULGENCE OF ANY OF ITS CONTENTS BY AN OFFEREE, IS UNAUTHORIZED. FAILURE TO COMPLYWITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT AND APPLICABLE STATEAND FOREIGN SECURITIES LAWS. EACH OFFEREE, BY ACCEPTING DELIVERY OF THIS OFFERINGCIRCULAR, AGREES TO THE FOREGOING AND ALSO AGREES TO KEEP THE INFORMATION IN THISOFFERING CIRCULAR IN THE STRICTEST CONFIDENCE AND TO MAKE NO COPIES OF THIS OFFERINGCIRCULAR.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS OFFERING CIRCULAR, ANYPERSON MAY DISCLOSE TO ANY AND ALL OTHER PERSONS, WITHOUT LIMITATION OF ANY KIND, THEFEDERAL, STATE AND LOCAL INCOME TAX TREATMENT AND TAX STRUCTURE OF THE CERTIFICATESAND THE ISSUING ENTITY, ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE FEDERAL,STATE AND LOCAL TAX TREATMENT OR TAX STRUCTURE OF THE CERTIFICATES AND THE ISSUINGENTITY, AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) RELATINGTO SUCH FEDERAL, STATE AND LOCAL TAX TREATMENT OR TAX STRUCTURE, OTHER THAN THE NAMESOF THE PARTIES OR OTHER PERSONS NAMED IN THIS OFFERING CIRCULAR AND INFORMATION THATWOULD PERMIT IDENTIFICATION OF THE PARTIES OR SUCH OTHER PERSONS.

The Certificates are offered subject to prior sale and to withdrawal, cancellation or modification of this offeringwithout notice.

xDistribution of this Offering Circular to any person or entity other than the offeree and those persons, if any,retained to advise such offeree with respect to the offer and sale of the Certificates is unauthorized, and anydisclosure of any of its contents is prohibited.

Each offeree of the Certificates and its representatives are invited to direct questions to the Initial Purchasersconcerning the terms, conditions and other aspects of this Offering Circular and to obtain any additional informationwith respect to the Certificates, the Trust Loan, the Borrower, the Property Sponsor, the Property, the Depositor, theLoan Sellers, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee necessary to verify theaccuracy of the information contained in this Offering Circular to the extent such information is within the possessionof the Initial Purchasers or obtainable by them without unreasonable expense.

The distribution of this Offering Circular and the offer and sale of the Certificates in certain jurisdictions may berestricted by law. Persons into whose possession this Offering Circular comes are required by the Depositor and theInitial Purchasers to inform themselves about and to observe any such restrictions. For a further description ofcertain restrictions on the offer and sale of the Certificates, see Notice to Investors and Description of theCertificatesDelivery, Form, Transfer and Denomination in this Offering Circular.

THE OBLIGATIONS OF THE PARTIES TO THE TRANSACTIONS REFERRED TO IN THIS OFFERINGCIRCULAR ARE SET FORTH IN AND WILL BE GOVERNED BY CERTAIN DOCUMENTS DESCRIBED IN THISOFFERING CIRCULAR. THE DESCRIPTIONS OF SUCH DOCUMENTS DO NOT PURPORT TO BE COMPLETEAND ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO SUCH DOCUMENTS. THIS OFFERINGCIRCULAR CONTAINS SUMMARIES OF CERTAIN OF THESE DOCUMENTS, BUT FOR A COMPLETEDESCRIPTION OF THE RIGHTS AND OBLIGATIONS SUMMARIZED IN THIS OFFERING CIRCULAR,REFERENCE IS HEREBY MADE TO THE ACTUAL DOCUMENTS, COPIES OF WHICH ARE AVAILABLE FROMTHE INITIAL PURCHASERS UPON REQUEST.

YOU SHOULD FULLY CONSIDER THE RISKS ASSOCIATED WITH AN INVESTMENT IN THECERTIFICATES, INCLUDING THE POSSIBILITY THAT YOU MAY NOT FULLY RECOUP YOUR INITIALINVESTMENT AS A RESULT OF CERTAIN ADDITIONAL EXPENSES INCURRED BY THE ISSUING ENTITY.SEE RISK FACTORS AND DESCRIPTION OF THE CERTIFICATES IN THIS OFFERING CIRCULAR.

There is currently no secondary market for the Certificates. We cannot assure you that a secondary market willdevelop or, if a secondary market does develop, that it will provide holders of the Certificates with liquidity ofinvestment or that it will continue for the term of the Certificates. Because of the transfer restrictions described underNotice to Investors and Description of the CertificatesDelivery, Form, Transfer and Denomination in this OfferingCircular, it is unlikely that a secondary market for the Certificates will develop. The Initial Purchasers currently intendto make a market in the Certificates but are under no obligation to do so and may discontinue any such market-making at any time. Accordingly, purchasers must be prepared to bear the risks of their investments for an indefiniteperiod. See Risk FactorsRisks Relating to the CertificatesThe Certificates Have Limited Liquidity and theMarket Value of the Certificates May Decline in this Offering Circular.

BY ACCEPTING THIS OFFERING CIRCULAR, EACH PROSPECTIVE PURCHASER OF CERTIFICATESACKNOWLEDGES THAT (A) IT HAS BEEN AFFORDED AN OPPORTUNITY TO REQUEST FROM THEDEPOSITOR AND TO REVIEW, AND HAS RECEIVED, ALL ADDITIONAL INFORMATION CONSIDERED BY IT TOBE NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION IN THIS OFFERING CIRCULAR AND(B) IT HAS NOT RELIED ON THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE INITIALPURCHASERS OR, EXCEPT FOR THE DEPOSITOR, ANY PERSON AFFILIATED WITH ANY OF THEFOREGOING PERSONS IN CONNECTION WITH ITS INVESTIGATION OF THE ACCURACY OF THEINFORMATION CONTAINED IN THIS OFFERING CIRCULAR OR ITS INVESTMENT DECISION. NEITHER THEDELIVERY OF THIS OFFERING CIRCULAR, NOR ANY SALE MADE UNDER THIS OFFERING CIRCULARSHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINEDIN THIS OFFERING CIRCULAR IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCHINFORMATION.

THE CERTIFICATES WILL NOT CONSTITUTE MORTGAGE RELATED SECURITIES FOR PURPOSES OFTHE SECONDARY MORTGAGE MARKET ENHANCEMENT ACT OF 1984, AS AMENDED (SMMEA).

Each purchaser of the Certificates must comply with all applicable laws and regulations (including laws andregulations governing legal investments) in force in any jurisdiction in which it purchases, offers or sells theCertificates or possesses or distributes this Offering Circular and must obtain any consent, approval or permissionrequired for the purchase, offer or sale by it of the Certificates under the laws and regulations in force in any

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jurisdiction to which it is subject or in which it makes such purchases, offers or sales, and none of the Depositor, theLoan Sellers, the Borrower, the Property Sponsor or the Initial Purchasers will have any responsibility therefor.

THE CERTIFICATES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAYNOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITHTHE TERMS OF THE TRUST AND SERVICING AGREEMENT AND AS PERMITTED UNDER THE SECURITIESACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS. THE DEPOSITOR HAS NOT AGREED TOREGISTER OR QUALIFY THE CERTIFICATES UNDER THE SECURITIES ACT OR ANY STATE OR FOREIGNSECURITIES LAWS OR TO PROVIDE REGISTRATION OR QUALIFICATION RIGHTS TO ANY PURCHASER.PURCHASERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF ANINVESTMENT IN THE CERTIFICATES FOR AN INDEFINITE PERIOD OF TIME.

THE CONTENTS OF THIS OFFERING CIRCULAR ARE NOT TO BE CONSTRUED AS INVESTMENT, LEGALOR TAX ADVICE. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN BUSINESS, LEGAL ANDTAX ADVISORS AS TO INVESTMENT, LEGAL OR TAX ADVICE AND AS TO THE DESIRABILITY, SUITABILITYAND CONSEQUENCES OF AN INVESTMENT IN THE CERTIFICATES.

NOTHING CONTAINED IN THIS OFFERING CIRCULAR IS, OR SHALL BE RELIED UPON AS, A PROMISEOR REPRESENTATION BY ANY PERSON AS TO THE FUTURE PERFORMANCE OF THE BORROWER, THEPROPERTY SPONSOR, THE DEPOSITOR, THE LOAN SELLERS, THE SERVICER, THE SPECIAL SERVICER,THE ISSUING ENTITY, THE TRUSTEE, THE TRUST LOAN, THE CERTIFICATES OR THE PROPERTY.

FORWARD-LOOKING STATEMENTS

In this Offering Circular, we use certain forward-looking statements. These forward-looking statements are foundin the material, including each of the tables, set forth under Risk Factors and Yield, Prepayment and MaturityConsiderations in this Offering Circular. Forward-looking statements are also found elsewhere in this OfferingCircular and include words like expects, intends, anticipates, estimates and other similar words. Thesestatements are intended to convey our projections or expectations as of the date of this Offering Circular. Thesestatements are inherently subject to a variety of risks and uncertainties. Actual results could differ materially fromthose we anticipate due to changes in, among other things:

economic conditions and industry competition,

political and/or social conditions, and

the law and government regulatory initiatives.

We will not update or revise any forward-looking statement to reflect changes in our expectations or changes inthe conditions or circumstances on which these statements were originally based.

UNITED KINGDOM

EACH INITIAL PURCHASER HAS REPRESENTED AND AGREED THAT:

(A) IN THE UNITED KINGDOM, IT HAS ONLY COMMUNICATED OR CAUSED TO BE COMMUNICATEDAND WILL ONLY COMMUNICATE OR CAUSE TO BE COMMUNICATED AN INVITATION OR INDUCEMENT TOENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICESAND MARKETS ACT 2000 (THE FSMA)) RECEIVED BY IT IN CONNECTION WITH THE ISSUE OR SALE OFTHE CERTIFICATES IN CIRCUMSTANCES IN WHICH SECTION 21(1) OF THE FSMA DOES NOT APPLY TOTHE DEPOSITOR OR THE ISSUING ENTITY; AND

(B) IT HAS COMPLIED AND WILL COMPLY WITH ALL APPLICABLE PROVISIONS OF THE FSMA WITHRESPECT TO ANYTHING DONE BY IT IN RELATION TO THE CERTIFICATES IN, FROM OR OTHERWISEINVOLVING THE UNITED KINGDOM.

NOTICE TO UNITED KINGDOM INVESTORS

THE ISSUING ENTITY MAY CONSTITUTE A COLLECTIVE INVESTMENT SCHEME AS DEFINED BYSECTION 235 OF THE FSMA THAT IS NOT A RECOGNIZED COLLECTIVE INVESTMENT SCHEME FOR THEPURPOSES OF THE FSMA AND THAT HAS NOT BEEN AUTHORIZED OR OTHERWISE APPROVED. AS AN

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UNREGULATED SCHEME, THE CERTIFICATES CANNOT BE MARKETED IN THE UNITED KINGDOM TO THEGENERAL PUBLIC, EXCEPT IN ACCORDANCE WITH THE FSMA.

THE DISTRIBUTION OF THIS OFFERING CIRCULAR (A) IF MADE BY A PERSON WHO IS NOT ANAUTHORIZED PERSON UNDER THE FSMA, IS BEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONSWHO (I) ARE OUTSIDE THE UNITED KINGDOM, OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERSRELATING TO INVESTMENTS AND QUALIFY AS INVESTMENT PROFESSIONALS IN ACCORDANCE WITHARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER2001 (THE FINANCIAL PROMOTION ORDER), OR (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A)THROUGH (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THEFINANCIAL PROMOTION ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS FPOPERSONS); AND (B) IF MADE BY A PERSON WHO IS AN AUTHORIZED PERSON UNDER THE FSMA, ISBEING MADE ONLY TO, OR DIRECTED ONLY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM,OR (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND QUALIFY ASINVESTMENT PROFESSIONALS IN ACCORDANCE WITH ARTICLE 14(5) OF THE FINANCIAL SERVICES ANDMARKETS ACT 2000 (PROMOTION OF COLLECTIVE INVESTMENT SCHEMES) (EXEMPTIONS) ORDER 2001(THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMES EXEMPTIONS ORDER), OR (III) AREPERSONS FALLING WITHIN ARTICLE 22(2)(A) THROUGH (D) (HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC.) OF THE PROMOTION OF COLLECTIVE INVESTMENT SCHEMESEXEMPTIONS ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS PCIS PERSONS AND,TOGETHER WITH THE FPO PERSONS, THE RELEVANT PERSONS).

THIS OFFERING CIRCULAR MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOTRELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFERINGCIRCULAR RELATES, INCLUDING THE CERTIFICATES, IS AVAILABLE ONLY TO RELEVANT PERSONS ANDWILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSONS OTHER THAN RELEVANTPERSONS SHOULD NOT ACT OR RELY ON THIS OFFERING CIRCULAR.

POTENTIAL INVESTORS IN THE UNITED KINGDOM ARE ADVISED THAT ALL, OR MOST, OF THEPROTECTIONS AFFORDED BY THE UNITED KINGDOM REGULATORY SYSTEM WILL NOT APPLY TO ANINVESTMENT IN THE CERTIFICATES AND THAT COMPENSATION WILL NOT BE AVAILABLE UNDER THEUNITED KINGDOM FINANCIAL SERVICES COMPENSATION SCHEME.

EUROPEAN ECONOMIC AREA

THIS OFFERING CIRCULAR HAS BEEN PREPARED ON THE BASIS THAT ANY OFFER OF CERTIFICATESIN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THEPROSPECTUS DIRECTIVE (EACH, A RELEVANT MEMBER STATE) WILL BE MADE PURSUANT TO ANEXEMPTION UNDER THE PROSPECTUS DIRECTIVE (AS DEFINED BELOW) FROM THE REQUIREMENT TOPUBLISH A PROSPECTUS FOR OFFERS OF CERTIFICATES. ACCORDINGLY ANY PERSON MAKING ORINTENDING TO MAKE AN OFFER TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OF CERTIFICATESWHICH ARE THE SUBJECT OF AN OFFERING CONTEMPLATED IN THIS OFFERING CIRCULAR ASCOMPLETED BY FINAL TERMS IN RELATION TO THE OFFER OF THOSE CERTIFICATES MAY ONLY DO SOIN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR ORAN INITIAL PURCHASER TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUSDIRECTIVE IN RELATION TO SUCH OFFER.

NONE OF THE ISSUING ENTITY, THE DEPOSITOR OR ANY OF THE INITIAL PURCHASERS HASAUTHORIZED, NOR DOES ANY OF THEM AUTHORIZE, THE MAKING OF ANY OFFER OF CERTIFICATES INCIRCUMSTANCES IN WHICH AN OBLIGATION ARISES FOR THE ISSUING ENTITY, THE DEPOSITOR OR ANINITIAL PURCHASER TO PUBLISH OR SUPPLEMENT A PROSPECTUS FOR SUCH OFFER.

FOR THE PURPOSES OF THIS PROVISION AND THE PROVISION IMMEDIATELY BELOW, THEEXPRESSION PROSPECTUS DIRECTIVE MEANS DIRECTIVE 2003/71/EC (AND AMENDMENTS THERETO,INCLUDING THE 2010 PD AMENDING DIRECTIVE, TO THE EXTENT IMPLEMENTED IN THE RELEVANTMEMBER STATE), AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN THE RELEVANT MEMBERSTATE AND THE EXPRESSION 2010 PD AMENDING DIRECTIVE MEANS DIRECTIVE 2010/73/EU.

EUROPEAN ECONOMIC AREA SELLING RESTRICTIONS

IN RELATION TO EACH RELEVANT MEMBER STATE, EACH INITIAL PURCHASER HAS REPRESENTEDAND AGREED THAT, WITH EFFECT FROM AND INCLUDING THE DATE ON WHICH THE PROSPECTUS

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DIRECTIVE IS IMPLEMENTED IN THAT RELEVANT MEMBER STATE, IT HAS NOT MADE AND WILL NOT MAKEAN OFFER OF THE CERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THISOFFERING CIRCULAR TO THE PUBLIC IN THAT RELEVANT MEMBER STATE OTHER THAN:

(A) TO ANY LEGAL ENTITY WHICH IS A QUALIFIED INVESTOR AS DEFINED IN THE PROSPECTUSDIRECTIVE;

(B) TO FEWER THAN 100 OR, IF THE RELEVANT MEMBER STATE HAS IMPLEMENTED THE RELEVANTPROVISION OF THE 2010 PD AMENDING DIRECTIVE, 150, NATURAL OR LEGAL PERSONS (OTHER THANQUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THEPRIOR CONSENT OF THE RELEVANT INITIAL PURCHASERS OR INITIAL PURCHASERS NOMINATED BY THEISSUING ENTITY FOR ANY SUCH OFFER; OR

(C) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;

PROVIDED THAT NO SUCH OFFER OF THE CERTIFICATES REFERRED TO IN CLAUSES (A) TO (C) ABOVESHALL REQUIRE THE ISSUING ENTITY OR ANY INITIAL PURCHASER TO PUBLISH A PROSPECTUSPURSUANT TO ARTICLE 3 OF THE PROSPECTUS DIRECTIVE.

FOR THE PURPOSES OF THE PRIOR PARAGRAPH, THE EXPRESSION AN OFFER OF THECERTIFICATES WHICH ARE THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFERINGCIRCULAR TO THE PUBLIC IN RELATION TO ANY CERTIFICATE IN ANY RELEVANT MEMBER STATE MEANSTHE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMSOF THE OFFER AND THE CERTIFICATES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TOPURCHASE OR SUBSCRIBE TO THE CERTIFICATES, AS THE SAME MAY BE VARIED IN THAT MEMBERSTATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT MEMBER STATE.

HONG KONG

THIS OFFERING CIRCULAR HAS NOT BEEN DELIVERED FOR REGISTRATION TO THE REGISTRAR OFCOMPANIES IN HONG KONG AND THE CONTENTS OF THIS OFFERING CIRCULAR HAVE NOT BEENREVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISECAUTION IN RELATION TO THE OFFERING CONTEMPLATED IN THIS OFFERING CIRCULAR. IF YOU ARE INANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS OFFERING CIRCULAR, YOU SHOULD OBTAININDEPENDENT PROFESSIONAL ADVICE. THIS OFFERING CIRCULAR DOES NOT CONSTITUTE NOR INTENDTO BE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE CERTIFICATES.

THE CERTIFICATES MAY NOT BE OFFERED OR SOLD BY MEANS OF ANY DOCUMENT OTHER THAN (I)IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OFTHE COMPANIES ORDINANCE (CAP. 32, LAWS OF HONG KONG), OR (II) TO PROFESSIONAL INVESTORSWITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571, LAWS OF HONG KONG)AND ANY RULES MADE THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THEDOCUMENT BEING A PROSPECTUS WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP. 32,LAWS OF HONG KONG), AND NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THECERTIFICATES MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE PURPOSE OFISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS DIRECTED AT, OR THECONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG KONG (EXCEPTIF PERMITTED TO DO SO UNDER THE LAWS OF HONG KONG) OTHER THAN WITH RESPECT TOCERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONGKONG OR ONLY TO PROFESSIONAL INVESTORS WITHIN THE MEANING OF THE SECURITIES ANDFUTURES ORDINANCE (CAP. 571, LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER.

SINGAPORE

THIS OFFERING CIRCULAR HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITHTHE MONETARY AUTHORITY OF SINGAPORE UNDER THE SECURITIES AND FUTURES ACT, CHAPTER 289OF SINGAPORE (THE SFA). ACCORDINGLY, THIS OFFERING CIRCULAR AND ANY OTHER DOCUMENT ORMATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION ORPURCHASE, OF THE CERTIFICATES MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THECERTIFICATES BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FORSUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPOREOTHER THAN (I) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA, (II) TO A RELEVANT

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PERSON, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, IN ACCORDANCE WITH THECONDITIONS SPECIFIED IN SECTION 275 OF THE SFA OR (III) OTHERWISE PURSUANT TO, AND INACCORDANCE WITH THE CONDITIONS OF, ANY OTHER APPLICABLE PROVISION OF THE SFA.

WHERE THE CERTIFICATES ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BYA RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR) THESOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS AND THE ENTIRE SHARE CAPITAL OF WHICH ISOWNED BY ONE OR MORE INDIVIDUALS, EACH OF WHOM IS AN ACCREDITED INVESTOR OR (B) A TRUST(WHERE THE TRUSTEE IS NOT AN ACCREDITED INVESTOR) WHOSE SOLE PURPOSE IS TO HOLDINVESTMENTS AND EACH BENEFICIARY IS AN ACCREDITED INVESTOR, SHARES, DEBENTURES ANDUNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR THE BENEFICIARIES RIGHTS ANDINTEREST IN THAT TRUST SHALL NOT BE TRANSFERABLE FOR SIX (6) MONTHS AFTER THATCORPORATION OR THAT TRUST HAS ACQUIRED THE CERTIFICATES UNDER SECTION 275 OF THE SFAEXCEPT: (1) TO AN INSTITUTIONAL INVESTOR UNDER SECTION 274 OF THE SFA OR TO A RELEVANTPERSON, OR TO ANY PERSON PURSUANT TO AN OFFER THAT IS MADE ON TERMS THAT SUCH SHARES,DEBENTURES AND UNITS OF SHARES AND DEBENTURES OF THAT CORPORATION OR SUCH RIGHTS ORINTEREST IN THAT TRUST ARE ACQUIRED AT A CONSIDERATION OF NOT LESS THAN $200,000SINGAPORE DOLLARS (OR ITS EQUIVALENT IN A FOREIGN CURRENCY) FOR EACH TRANSACTION,WHETHER SUCH AMOUNT IS TO BE PAID FOR IN CASH OR BY EXCHANGE OF SECURITIES OR OTHERASSETS, AND FURTHER FOR CORPORATIONS, IN ACCORDANCE WITH THE CONDITIONS SPECIFIED INSECTION 275(1A) OF THE SFA; (2) WHERE NO CONSIDERATION IS GIVEN FOR THE TRANSFER; OR (3) BYOPERATION OF LAW

JAPAN

THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIALINSTRUMENTS AND EXCHANGE LAW OF JAPAN, AS AMENDED (THE FIEL), AND DISCLOSURE UNDER THEFIEL HAS NOT BEEN AND WILL NOT BE MADE WITH RESPECT TO THE CERTIFICATES. ACCORDINGLY,EACH INITIAL PURCHASER HAS REPRESENTED AND AGREED THAT IT HAS NOT, DIRECTLY ORINDIRECTLY, OFFERED OR SOLD AND WILL NOT, DIRECTLY OR INDIRECTLY, OFFER OR SELL ANYCERTIFICATES IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM ASUSED IN THIS OFFERING CIRCULAR MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANYCORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS OF JAPAN) OR TO OTHERS FORREOFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANYRESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTSOF, AND OTHERWISE IN COMPLIANCE WITH, THE FIEL AND OTHER RELEVANT LAWS, REGULATIONS ANDMINISTERIAL GUIDELINES OF JAPAN. AS PART OF THIS OFFERING OF THE CERTIFICATES, THE INITIALPURCHASERS MAY OFFER THE CERTIFICATES IN JAPAN TO UP TO 49 OFFEREES IN ACCORDANCE WITHTHE ABOVE PROVISIONS.

NOTICE TO RESIDENTS OF THE PEOPLES REPUBLIC OF CHINA

THE CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLES REPUBLIC OF CHINA(EXCLUDING HONG KONG, MACAU AND TAIWAN, THE PRC) AS PART OF THE INITIAL DISTRIBUTION OFTHE CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BY INVESTORS RESIDENT IN THE PRC FROMOUTSIDE THE PRC.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE THEOFFER OR SOLICITATION IN THE PRC.

THE PRC DOES NOT REPRESENT THAT THIS OFFERING CIRCULAR MAY BE LAWFULLY DISTRIBUTED,OR THAT ANY CERTIFICATES OFFERED HEREBY MAY BE LAWFULLY OFFERED, IN COMPLIANCE WITH ANYAPPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, OR PURSUANT TO AN EXEMPTIONAVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FOR FACILITATING ANY SUCHDISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEEN TAKEN BY THE PRC WHICH WOULDPERMIT A PUBLIC OFFERING OF ANY CERTIFICATES OFFERED HEREBY OR THE DISTRIBUTION OF THISOFFERING CIRCULAR IN THE PRC. ACCORDINGLY, THE CERTIFICATES ARE NOT BEING OFFERED ORSOLD WITHIN THE PRC BY MEANS OF THIS OFFERING CIRCULAR OR ANY OTHER DOCUMENT. NEITHERTHIS OFFERING CIRCULAR NOR ANY ADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BEDISTRIBUTED OR PUBLISHED IN THE PRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT INCOMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS.

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NOTICE TO INVESTORS

Because of the following restrictions, prospective purchasers of Certificates are advised to consult legal counselprior to making any offer, resale, pledge or other transfer of such Certificates offered hereby to third parties.

Each purchaser of the Certificates will be deemed to have represented and agreed as follows (terms used in thisSection that are not otherwise defined in this Offering Circular are defined in Rule 144A, Regulation D orRegulation S, and are used in this Offering Circular as defined in the Securities Act or the rules and regulationspromulgated under the Securities Act):

(1) The purchaser (A)(i) is a Qualified Institutional Buyer, (ii) is acquiring such Certificates for its own account orfor the account of another Qualified Institutional Buyer, as the case may be, and (iii) is aware that the sale ofthe Certificates to it is being made in reliance on Rule 144A, or (B)(i) (except with respect to the Class RCertificates) is an Institutional Accredited Investor that is not a Qualified Institutional Buyer and is purchasingthe Certificates for its own account or for the account of another Institutional Accredited Investor, and (ii) isnot acquiring the Certificates with a view to any resale or distribution of Certificates other than in accordancewith the restrictions set forth below, or (C) (except with respect to the Class E Certificates (unless theDepositor otherwise consents and the conditions set forth under Description of the CertificatesDelivery,Form, Transfer and Denomination in this Offering Circular are satisfied) and Class R Certificates) is not aU.S. person within the meaning of Rule 902(k) of Regulation S (a Non-U.S. Person) and is purchasingthe Certificates in an offshore transaction within the meaning of Rule 902(h) of Regulation S (an OffshoreTransaction) in accordance with Rule 903 or 904 of Regulation S.

(2) If such purchaser is acquiring a Class E or Class R Certificate or any interest in a Class E or Class RCertificate, then such purchaser is not and will not be an employee benefit plan or other plan subject to thefiduciary responsibility provisions of ERISA or Section 4975 of the Code or a governmental plan (as definedin Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent, similarto the foregoing provisions of ERISA or the Code (Similar Law) or any person acting on behalf of any suchplan or using the assets of any such plan to purchase the Certificates, other than (in the case of a Class ECertificate) an insurance company general account acquiring the Class E Certificate under circumstancesthat meet all of the requirements of Sections I and III of Prohibited Transaction Class Exemption 95-60. SeeCertain ERISA Considerations in this Offering Circular.

(3) The purchaser understands that the Certificates have not been and will not be registered or qualified underthe Securities Act or any state or foreign securities laws and may not be reoffered, resold, pledged orotherwise transferred except (A) to a person whom the purchaser reasonably believes is a QualifiedInstitutional Buyer in a transaction meeting the requirements of Rule 144A, or (B) (except with respect to theClass E and Class R Certificates) to a Non-U.S. Person in an Offshore Transaction in accordance with Rule903 or 904 of Regulation S, in each case, in accordance with any applicable federal securities laws and anyapplicable securities laws of any state of the United States or any other jurisdiction.

(4) The purchaser understands that if it is an Institutional Accredited Investor (but not a Qualified InstitutionalBuyer) acquiring Class A, Class X-A, Class B, Class C, Class D and/or Class E Certificates in the UnitedStates, then it must take delivery of such Certificates in physical form. It further understands, however, thatany such Certificates purchased by it may not be transferred in physical form and may be transferred inbook-entry form only in compliance with the restrictions in paragraph (3) above and that no such transfer ofthe Certificates owned by such purchaser will be permitted unless the purchaser provides certification thatthe transfer complies with such restrictions, as described under Description of the CertificatesDelivery,Form, Transfer and Denomination in this Offering Circular. If the purchaser is acquiring Class RCertificates, the purchaser understands that such Certificates may be transferred only in physical form to aQualified Institutional Buyer.

(5) The purchaser understands that the Certificates will bear a legend to the following effect unless theCertificate Registrar (as defined below) determines otherwise consistent with applicable law:

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE ORFOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISETRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (RULE144A) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIEDINSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A QIB), OR IS PURCHASING

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FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR(2) (EXCEPT WITH RESPECT TO THE CLASS E AND CLASS R CERTIFICATES) TO A NON-U.S.PERSON IN AN OFFSHORE TRANSACTION, AS SUCH TERMS ARE DEFINED IN, AND INACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIESACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OFANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

(6) The purchaser understands that the Certificates will bear a legend to the following effect unless theCertificate Registrar determines otherwise consistent with applicable law:

[FOR THE CLASS A, CLASS X-A, CLASS B, CLASS C, CLASS D AND CLASS ECERTIFICATES] THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OROTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFITPLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONSOF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (ERISA),OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THECODE), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) THAT ISSUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (SIMILAR LAW), OR ANYPERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TOACQUIRE THIS CERTIFICATE, UNLESS (A) IN THE CASE OF A CLASS A, CLASS X-A, CLASS B,CLASS C OR CLASS D CERTIFICATE, THE TRANSFEREE HAS ACQUIRED AND IS HOLDING THISCERTIFICATE IN RELIANCE ON EITHER PROHIBITED TRANSACTION EXEMPTION (PTE) 91-23OR FINAL AUTHORIZATION NUMBER 97-03E, BOTH AS MODIFIED BY PTE 2007-05 AND THAT ITUNDERSTANDS THAT THERE ARE CERTAIN CONDITIONS TO THE AVAILABILITY OF THEEXEMPTION, INCLUDING THAT THIS CERTIFICATE MUST BE RATED, AT THE TIME OFPURCHASE, NOT LOWER THAN BBB- (OR ITS EQUIVALENT) BY A RATING AGENCY SETFORTH THEREIN AND THAT THIS CERTIFICATE IS SO RATED AND IT IS AN INSTITUTIONALACCREDITED INVESTOR AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THESECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, OR (B) (1)IT IS AN INSURANCE COMPANY, (2) THE SOURCE OF FUNDS USED TO ACQUIRE OR HOLDTHIS CERTIFICATE OR INTEREST THEREIN IS AN INSURANCE COMPANY GENERALACCOUNT, AS SUCH TERM IS DEFINED IN PROHIBITED TRANSACTION CLASS EXEMPTION(PTCE) 95-60 AND (3) THE CONDITIONS IN SECTIONS I AND III OF PTCE 95-60 HAVE BEENSATISFIED OR (C) IN THE CASE OF A TRANSFEREE WHICH IS SUBJECT TO SIMILAR LAW, ITSACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE WILL NOT RESULT IN ANON-EXEMPT VIOLATION OF SIMILAR LAW.

[FOR THE CLASS R CERTIFICATES] THIS CERTIFICATE MAY NOT BE PURCHASED BY ORPLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES ANEMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARYRESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF1974, AS AMENDED (ERISA), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF1986, AS AMENDED (THE CODE), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32)OF ERISA) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO AMATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE(SIMILAR LAW), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THEASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.

[FOR THE CLASS R CERTIFICATES] THIS CERTIFICATE IS A RESIDUAL INTEREST IN TWOREAL ESTATE MORTGAGE INVESTMENT CONDUITS AS THOSE TERMS ARE DEFINED,RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ONTRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. TAX PERSONS OR AGENTSOF EITHER, AS SET FORTH IN SECTION 5.02 OF THE TRUST AND SERVICING AGREEMENT,AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT IN THE FORM ATTACHED AS ANEXHIBIT TO THE TRUST AND SERVICING AGREEMENT TO THE TRANSFEROR AND THECERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT ADISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), ORAN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH

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DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HASHISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTSAS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAXLIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATEDHEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATEAS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THISCERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXEDBASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON ORANY OTHER U.S. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANYPERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTEDTRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT APERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BEABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTEDTRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE NON-ECONOMIC RESIDUALINTERESTS, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), ANDTHEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERALINCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDERWHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BEREQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITIONOF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TOAN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.

(7) The purchaser is duly authorized to purchase the Certificates and its purchase of investments having thecharacteristics of the Certificates is authorized under, and not directly or indirectly in contravention of, anylaw, rule, regulation, charter, trust instrument or other operative document, investment guidelines or list ofpermissible or impermissible investments that is applicable to the purchaser.

Each purchaser will be required to furnish to the Certificate Administrator such information regarding paymentand notification instructions and such tax forms (including, to the extent appropriate, Internal Revenue Service (IRS)Form W-8BEN, W-8IMY with all appropriate attachments, W-8ECI or W-9 or successor forms) as the CertificateAdministrator may require.

RULE 144A INFORMATION

Upon the request of a registered holder of a Certificate (a Certificateholder or a Holder) or any beneficialowner of a Certificate (a Beneficial Owner) that has delivered an Investor Certification to the Trustee and theCertificate Administrator, the Depositor or the Certificate Administrator (to the extent the Depositor has provided theCertificate Administrator with such information) will make available Rule 144A Information to such Certificateholder orBeneficial Owner, to a prospective purchaser of such Certificate who is a Qualified Institutional Buyer designated bysuch Certificateholder or Beneficial Owner or to the Certificate Administrator for delivery to such Certificateholder orBeneficial Owner or such a prospective purchaser, as the case may be, in order to permit compliance by suchCertificateholder or Beneficial Owner with Rule 144A in connection with the resale of such Certificate by suchCertificateholder or Beneficial Owner. For purposes of this Offering Circular, Rule 144A Information will constitutesuch information as is specified pursuant to Rule 144A(d)(4) under the Securities Act.

Certain obligations of the parties to the transactions referred to in this Offering Circular are set forth in and will begoverned by certain documents described in this Offering Circular, and all of the statements and informationcontained in this Offering Circular are qualified in their entirety by reference to such documents. This OfferingCircular contains summaries of certain of these documents which the Depositor believes to be accurate. For acomplete description of the rights and obligations summarized in this Offering Circular, reference is hereby made tothe actual documents. Copies of the Trust and Servicing Agreement and certain other documents referenced hereinwill be available until the Closing Date by Citigroup Global Markets Inc. upon request made to Citigroup GlobalMarkets Inc., 390 Greenwich Street, New York, New York 10013 (Telephone No. (212) 816-6000) or by DeutscheBank Securities Inc. upon request made to Deutsche Bank Securities Inc., 60 Wall Street, New York, New York10005 (Telephone No. (212) 250-5149).

The Annexes to this Offering Circular are incorporated into and are a part of this Offering Circular.

You should rely only on the information contained in this Offering Circular. We have not authorized anyone toprovide you with information that is different from that contained in this Offering Circular. The information in thisOffering Circular is accurate only as of the date of this Offering Circular.

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This Offering Circular includes cross references to sections in this Offering Circular where you can find furtherrelated discussions. The table of contents in this Offering Circular identifies the pages where these sections arelocated.

Certain capitalized terms are defined and used in this Offering Circular to assist you in understanding the termsof the Certificates and this offering. Capitalized terms used in this Offering Circular are defined on the pagesindicated in Index of Defined Terms in this Offering Circular.

In this Offering Circular:

the terms Depositor, we, us and our refer to Citigroup Commercial Mortgage Securities Inc.

references to Lender or lender with respect to the Whole Loan or any portion thereof generally should beconstrued to mean, prior to the initial issuance of the Certificates, the Loan Sellers collectively and, from andafter the initial issuance of the Certificates, the Trustee on behalf of the Issuing Entity solely for the purposeof acting as the holder of record title to the Whole Loan (on behalf of the holders of the Certificates and theholder of the Companion Loan), or the Servicer or the Special Servicer, as applicable, with respect to all ofthe obligations and rights of the lender as described under Description of the Trust and ServicingAgreement in this Offering Circular.

1SUMMARY OF OFFERING CIRCULAR

The following summary is qualified in its entirety by reference to the more detailed information appearingelsewhere in this Offering Circular. Capitalized terms used in this summary and not defined in this summary have themeanings given to them elsewhere in this Offering Circular. See Index of Defined Terms in this Offering Circular.All numerical information provided in this Offering Circular with respect to the Property is provided, unless otherwiseindicated, on an approximate basis. Purchasers should thoroughly consider this Offering Circular in its entirety,including the information set forth in Risk Factors in this Offering Circular, prior to an investment in the Certificates.

Title of Certificates ..................................... Citigroup Commercial Mortgage Trust 2013-375P, CommercialMortgage Pass-Through Certificates, Series 2013-375P (theCertificates). The Certificates will be issued pursuant to the Trust andServicing Agreement, dated as of May 6, 2013 (the Trust and ServicingAgreement), among the Depositor, the Servicer, the Special Servicer,the Certificate Administrator and the Trustee.

Depositor.................................................... Citigroup Commercial Mortgage Securities Inc., a Delaware corporation(the Depositor). The Depositor is an affiliate of Citigroup GlobalMarkets Inc., an Initial Purchaser, Citigroup Global Markets RealtyCorp., a