UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 x ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

or

 o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____ to _____

Commission file number of the issuing entity: 333-257737-13

 Central Index Key Number of the issuing entity:
0002013825

 BBCMS Mortgage Trust 2024-5C25

 (exact name of the issuing entity as specified in its
charter)

 Central Index Key Number of the depositor: 0001541480

 Barclays Commercial Mortgage
Securities LLC

 (exact name of the depositor as specified in its
charter)

 Central Index Key Number of the sponsor: 0001549574

 Barclays Capital Real Estate Inc.

 Central Index Key Number of the sponsor: 0001840727

 3650 Real Estate Investment Trust 2
LLC

 Central Index Key Number of the sponsor: 0001541294

 German American Capital Corporation

 Central Index Key Number of the sponsor: 0001701238

 Citi Real Estate Funding Inc.

 Central Index Key Number of the sponsor: 0001685185

 UBS AG, acting through its branch
located at 1285 Avenue of the Americas, New York, New York

 Central Index Key Number of the sponsor: 0001755531

 Societe Generale Financial
Corporation

 Central Index Key Number of the sponsor: 0000927971

 Bank of Montreal

 Central Index Key Number of the sponsor: 0001968416

 Argentic Real Estate Finance 2 LLC

 Central Index Key Number of the sponsor: 0001548405

 Starwood Mortgage Capital LLC

 Central Index Key Number of the sponsor: 0001089877

 KeyBank National Association

 Central Index Key Number of the sponsor: 0001722518

 BSPRT CMBS Finance, LLC

 New York

 (State or other jurisdiction of

 incorporation or organization of

 the issuing entity)

 38-4297143

 38-4297144

 (I.R.S. Employer

 Identification Numbers)

c/o Computershare Trust Company, National Association

 as Certificate Administrator

 9062 Old Annapolis Road

 Columbia, MD

 (Address of principal
executive offices of the issuing entity)

 21045

 (Zip Code)

 Registrant's telephone number,
including area code:

 (212) 412-4000

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 Securities registered pursuant to Section 12(g) of the
Act: None.

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes
No

 Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes
No

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes o No

 Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit such files).

 Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated
filer o
Accelerated
filer
o

 Non-accelerated
filer x
Smaller reporting
company
o

Emerging growth
company
o

 If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. o

 Indicate by check mark whether the registrant has filed a
report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. o

 If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued
financial statements. o

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the
relevant recovery period pursuant to §240.10D-1(b). o

 Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). o Yes No

 State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.

 Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No

 Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).

 EXPLANATORY NOTES

 The Staten Island Mall Mortgage Loan, the
Sheraton Hotel Brooklyn Mortgage Loan and the Western Digital Milpitas Campus
Mortgage Loan, which constituted approximately 8.1%, 7.3% and 7.1%,
respectively, of the asset pool of the issuing entity as of its cut-off date,
are each an asset of the issuing entity and are each part of a loan combination
that includes (a) with respect to the Staten Island Mall Mortgage Loan, eight
other pari passu loans, which are not assets of the issuing entity, (b)
with respect to the Sheraton Hotel Brooklyn Mortgage Loan, one other pari
passu loan, which is not an asset of the issuing entity and (c) with
respect to the Western Digital Milpitas Campus Mortgage Loan, three other pari
passu loans, which are not assets of the issuing entity. These loan
combinations, including the Staten Island Mall Mortgage Loan, the Sheraton
Hotel Brooklyn Mortgage Loan and the Western Digital Milpitas Campus Mortgage
Loan, are being serviced and administered pursuant to the Pooling and Servicing
Agreement, which is incorporated by reference as Exhibit 4.1 to this Annual
Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Tysons Corner Center Mortgage Loan, which
constituted approximately 2.8% of the asset pool of the issuing entity as of
its cut-off date. The Tysons Corner Center Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the Tysons
Corner Center Mortgage Loan and eighteen other pari passu loans, which
are not assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the TYSN 2023-CRNR Mortgage Trust transaction
(the " TYSN 2023-CRNR Transaction "). This loan combination, including the
Tysons Corner Center Mortgage Loan, is being serviced and administered pursuant
to the trust and servicing agreement for the TYSN 2023-CRNR Transaction, which
is incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Acquisition America Portfolio Mortgage Loan
and the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage Loan, which
constituted approximately 2.7% and 1.1%, respectively, of the asset pool of the
issuing entity as of its cut-off date. The Acquisition America Portfolio
Mortgage Loan and the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage
Loan are each an asset of the issuing entity and are each part of a loan
combination that includes (a) with respect to the Acquisition America Portfolio
Mortgage Loan, one other pari passu loan, which is not an asset of the
issuing entity or (b) with respect to the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan, six other pari passu loans, which are not assets
of the issuing entity. The other pari passu portion of each loan
combination was securitized in the Benchmark 2024-V5 Mortgage Trust
transaction, Commission File Number 333-260277-05 (the " Benchmark 2024-V5
Transaction "). These loan combinations, including the Acquisition America
Portfolio Mortgage Loan and the DoubleTree by Hilton Hotel Orlando at SeaWorld
Mortgage Loan, are being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2024-V5 Transaction, which is
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Elmwood Shopping Center Mortgage Loan, which
constituted approximately 1.7% of the asset pool of the issuing entity as of
its cut-off date. The Elmwood Shopping Center Mortgage Loan is an asset
of the issuing entity and is part of a loan combination that includes the
Elmwood Shopping Center Mortgage Loan and one other pari passu loan,
which is not an asset of the issuing entity. The other pari passu
portion of the loan combination was securitized in the BMO 2024-5C3 Mortgage
Trust transaction, Commission File Number 333-255934-10 (the " BMO 2024-5C3
Transaction "). This loan combination, including the Elmwood Shopping Center
Mortgage Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the BMO 2024-5C3 Transaction, which is incorporated by
reference as Exhibit 4.4 to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Jordan Creek Town Center Mortgage Loan, the
Kenwood Towne Centre Mortgage Loan and the Galleria at Tyler Mortgage Loan,
which constituted approximately 5.8%, 5.6% and 0.6%, respectively, of the asset
pool of the issuing entity as of its cut-off date. The Jordan Creek Town
Center Mortgage Loan, Kenwood Towne Centre Mortgage Loan and Galleria at Tyler
Mortgage Loan are each an asset of the issuing entity and are each part of a
loan combination that includes the Jordan Creek Town Center Mortgage Loan, the
Kenwood Towne Centre Mortgage Loan or the Galleria at Tyler Mortgage Loan and
eight other pari passu loans, which are not assets of the issuing entity
The loan combinations, including the Jordan Creek Town Center Mortgage Loan and
the Kenwood Towne Centre Mortgage Loan, were serviced under the Pooling and
Servicing Agreement for the issuing entity, and the loan combination, including
the Galleria at Tyler Mortgage Loan, was serviced under the pooling and
servicing agreement for the Benchmark 2024-V5 Mortgage Trust transaction, prior
to the closing of the securitization of a pari passu portion of the
Jordan Creek Town Center loan combination, the Kenwood Towne Centre loan
combination and the Galleria at Tyler loan combination in the BANK5 Trust
2024-5YR6 transaction, Commission File Number 333-258342-04 (the " BANK5
2024-5YR6 Transaction "). After the closing of the BANK5 2024-5YR6
Transaction on May 6, 2024, these loan combinations, including the Jordan Creek
Town Center Mortgage Loan, the Kenwood Towne Centre Mortgage Loan and the
Galleria at Tyler Mortgage Loan were, and will continue to be, serviced and
administered pursuant to the pooling and servicing agreement with respect to
the BANK5 2024-5YR6 Transaction, which is incorporated by reference as Exhibit
4.5 to this Annual Report on Form 10-K.

 The master servicer of a pooling
and servicing agreement or trust and servicing agreement also functions as the
primary servicer of the related mortgage loans serviced and administered
pursuant to such agreement unless a separate primary servicer is identified
herein. If this report does not identify a separate primary servicer, the
servicer compliance statement provided by the master servicer under any such
agreement also encompasses its responsibilities as primary servicer of the
related mortgage loan or mortgage loans.

 Midland Loan Services, a Division
of PNC Bank, National Association is the master servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement and the primary servicer of
the Jordan Creek Town Center Mortgage Loan, the Acquisition America Portfolio
Mortgage Loan, the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage Loan
and the Galleria at Tyler Mortgage Loan. As a result, Midland Loan Services, a
Division of PNC Bank, National Association is a "servicer" as defined in Item 1108(a)(2)(iii)
of Regulation AB, in the capacities described above, because it is servicing
mortgage loans that constituted 10% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance statements
delivered by Midland Loan Services, a Division of PNC Bank, National
Association in the capacities described above are listed in the Exhibit Index.

 Computershare Trust Company,
National Association is the custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement, the Jordan Creek Town Center Mortgage Loan,
the Kenwood Towne Centre Mortgage Loan, the Tysons Corner Center Mortgage Loan,
the Acquisition America Portfolio Mortgage Loan, the Elmwood Shopping Center
Mortgage Loan, the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage Loan
and the Galleria at Tyler Mortgage Loan. As a result, Computershare Trust
Company, National Association is a servicing function participant in the
capacities described above, because it is servicing mortgage loans that
constituted 5% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Computershare Trust Company,
National Association in the capacities described above are listed in the
Exhibit Index.

 Berkadia Commercial Mortgage LLC is
the primary servicer of the Tysons Corner Center Mortgage Loan, the Hilton
Tapestry - Hotel Alba Tampa Mortgage Loan and The Glen Mortgage Loan. These
mortgage loans constitute more than 5%, but less than 10%, of the pool assets
of the issuing entity. Therefore, the Depositor included in this Annual
Report on Form 10-K an assessment of compliance with applicable servicing
criteria for Berkadia Commercial Mortgage LLC and an accountants' attestation
report pursuant to Item 1122 of Regulation AB because Berkadia Commercial
Mortgage LLC is servicing more than 5% of the pool assets. However, the
Depositor is not required to include in this Annual Report on Form 10-K a
servicer compliance statement pursuant to Item 1123 of Regulation AB of
Berkadia Commercial Mortgage LLC because Berkadia Commercial Mortgage LLC is an
unaffiliated servicer servicing less than 10% of pool assets.

 Wells Fargo Bank, National
Association is the primary servicer of the Jordan Creek Town Center Mortgage
Loan, the Kenwood Towne Centre Mortgage Loan, the Elmwood Shopping Center
Mortgage Loan and the Galleria at Tyler Mortgage Loan. As a result, Wells Fargo
Bank, National Association is a "servicer" as defined in Item 1108(a)(2)(iii)
of Regulation AB, in the capacities described above, because it is servicing
mortgage loans that constituted 10% or more of the assets of the issuing entity
as of its cut-off date. The assessments of compliance with applicable servicing
criteria, accountants' attestation reports and servicer compliance statements
delivered by Wells Fargo Bank, National Association in the capacities described
above are listed in the Exhibit Index.

 KeyBank National Association is one of the sponsors and is
the primary servicer of the WoodSpring Suites –
Charlotte Mortgage Loan, the Meadow Park Mortgage Loan and the Newport
Oaks Mortgage Loan. Therefore, the Depositor included in this Annual Report on
Form 10-K a servicer compliance statement for KeyBank National Association
pursuant to Item 1123. Because KeyBank National Association is servicing
less than 5% of the pool assets, an assessment of compliance with applicable
servicing criteria and an accountants' attestation report pursuant to Item 1122
of Regulation AB are not required by Regulation AB. As the attestation made in
the servicer compliance statement required by Item 1123 relates to a review of
the servicing activities of KeyBank National Association under the applicable
servicing agreement, and that review was conducted in conjunction with the
servicer's preparation of its assessment of compliance with applicable
servicing criteria, that assessment of compliance with applicable servicing criteria
and the accompanying accountants' attestation report are included in this
Annual Report on Form 10-K for the sake of completeness.

 Park Bridge Lender Services LLC is
the operating advisor of the Jordan Creek Town Center Mortgage Loan, the
Kenwood Towne Centre Mortgage Loan, the Elmwood Shopping Center Mortgage Loan
and the Galleria at Tyler Mortgage Loan. As a result, Park Bridge Lender
Services LLC is a servicing function participant in the capacities described
above, because it is servicing mortgage loans that constituted 5% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria and accountants' attestation
reports delivered by Park Bridge Lender Services LLC in the capacities
described above are listed in the Exhibit Index.

 LNR Partners, LLC is the special
servicer of the Kenwood Towne Centre Mortgage Loan, the Galleria at Tyler
Mortgage Loan and the Jordan Creek Town Center Mortgage Loan. As a result, LNR
Partners, LLC is a "servicer" as defined in Item 1108(a)(2)(iii) of Regulation
AB, in the capacities described above, because it is servicing mortgage loans
that constituted 10% or more of the assets of the issuing entity as of its
cut-off date. The assessments of compliance with applicable servicing criteria,
accountants' attestation reports and servicer compliance statements delivered
by LNR Partners, LLC in the capacities described above are listed in the
Exhibit Index.

 Computershare Trust Company,
National Association acts as trustee of the Staten Island Mall Mortgage Loan,
the Sheraton Hotel Brooklyn Mortgage Loan, the Western Digital Milpitas Campus
Mortgage Loan, the Tysons Corner Center Mortgage Loan, the Acquisition America
Portfolio Mortgage Loan, the DoubleTree by Hilton Hotel Orlando at SeaWorld
Mortgage Loan, the Elmwood Shopping Center Mortgage Loan, the Jordan Creek Town
Center Mortgage Loan, the Kenwood Towne Centre Mortgage Loan and the Galleria
at Tyler Mortgage Loan. Pursuant to the Pooling and Servicing Agreement,
the trust and servicing agreement for the TYSN 2023-CRNR Transaction, the
pooling and servicing agreement for the Benchmark 2024-V5 Transaction, the
pooling and servicing agreement for the BMO 2024-5C3 Transaction and the
pooling and servicing agreement for the BANK5 2024-5YR6 Transaction, the
trustee is required to provide an assessment of compliance with applicable
servicing criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB
(regarding advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements).
However, during the reporting period, the trustee did not perform any servicing
function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance
with applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of the Staten Island Mall Mortgage
Loan, the Sheraton Hotel Brooklyn Mortgage Loan, the Western Digital Milpitas
Campus Mortgage Loan, the Tysons Corner Center Mortgage Loan, the Acquisition
America Portfolio Mortgage Loan, the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan, the Elmwood Shopping Center Mortgage Loan, the Jordan
Creek Town Center Mortgage Loan, the Kenwood Towne Centre Mortgage Loan and the
Galleria at Tyler Mortgage Loan have delivered one or more assessments of
compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

 This Annual Report on Form 10-K includes assessments of
compliance with applicable servicing criteria and accountants' attestation
reports from CoreLogic Solutions, LLC. This entity was engaged by the
primary servicer of the Elmwood Shopping Center Mortgage Loan, the Jordan Creek
Town Center Mortgage Loan, the Kenwood Towne Centre Mortgage Loan and the
Galleria at Tyler Mortgage Loan to remit tax payments received from the escrow
accounts of borrowers to local taxing authorities, to report tax amounts due,
to verify tax parcel information, and to verify non-escrow tax payments. These
servicing functions are included within the servicing criteria set forth in
Item 1122(d)(4)(xi) of Regulation AB. Therefore, under the
principles-based definition of "servicer" set forth in Item 1101(j) of
Regulation AB that looks to the functions that an entity performs, this vendor
is a "servicer" for the purposes of Item 1122 of Regulation AB. See
Compliance and Disclosure Interpretations, Section 301.01 (Item 1101(j)).

 The
assessments of compliance with applicable servicing criteria, accountants'
attestation reports and servicer compliance statements of the certificate
administrator of the Tysons Corner Center Mortgage Loan, the Acquisition
America Portfolio Mortgage Loan, the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan, the Elmwood Shopping Center Mortgage Loan, the Jordan
Creek Town Center Mortgage Loan, the Kenwood Towne Centre Mortgage Loan and the
Galleria at Tyler Mortgage Loan are omitted from this Annual Report on Form
10-K as the certificate administrator pursuant to the related pooling and
servicing agreement or trust and servicing agreement does not perform any
activities that address servicing criteria with respect to the issuing entity
and because they are each not a "servicer" that meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB.

 With respect to the pari passu
loan combinations that include the Tysons Corner Center Mortgage Loan, the
Acquisition America Portfolio Mortgage Loan, the DoubleTree by Hilton Hotel
Orlando at SeaWorld Mortgage Loan and the Elmwood Shopping Center Mortgage
Loan, (i) the reports on assessment of compliance with servicing criteria and
attestation reports on assessment of compliance with servicing criteria of
Situs Holdings, LLC as special servicer of the Tysons Corner Center Mortgage
Loan, Rialto Capital Advisors, LLC as special servicer of the Acquisition
America Portfolio Mortgage Loan and the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan, BellOak, LLC as operating advisor of the Acquisition
America Portfolio Mortgage Loan and the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan and Greystone Servicing Company LLC as special servicer
of the Elmwood Shopping Center Mortgage Loan, listed on the Exhibit Index are
omitted from this Annual Report on Form 10-K as they are not required to be
included on this Annual Report on Form 10-K per Instruction 3 to Item 1122 of
Regulation AB because they are parties performing activities that address
servicing criteria relating to 5% or less of the assets of the issuing entity;
and (ii) the servicer compliance statements of Berkadia Commercial Mortgage LLC
as primary servicer of the Tysons Corner Center Mortgage Loan, Situs Holdings,
LLC as special servicer of the Tysons Corner Center Mortgage Loan, Rialto
Capital Advisors, LLC as special servicer of the Acquisition America Portfolio
Mortgage Loan and the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage
Loan and Greystone Servicing Company LLC as special servicer of the Elmwood
Shopping Center Mortgage Loan, listed on the Exhibit Index are omitted from
this Annual Report on Form 10-K as they are not required by Item 1123 of
Regulation AB to be included on this Annual Report on Form 10-K because they
are each an unaffiliated party that is not a "servicer" that meets the criteria
in Item 1108(a)(2)(i) through (iii) of Regulation AB.

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

 Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

 Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.

 No single obligor represents 10% or more of the pool assets
held by the issuing entity.

 Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.

 No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114(a) of Regulation AB.

 Item 1115(b) of Regulation AB, Certain Derivatives
Instruments (Financial Information).

 No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this
transaction as described under Item 1115 of Regulation AB.

 Item 1117 of Regulation AB, Legal Proceedings.

 The registrant knows of no material pending legal proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties.

 Item 1119 of Regulation AB, Affiliations and Certain
Relationships and Related Transactions.

 The information regarding this Item has been previously
provided in the prospectus of the Registrant relating to the issuing entity
filed on March 19, 2024 pursuant to Rule 424(b)(2).

 Item 1122 of Regulation AB, Compliance with Applicable
Servicing Criteria.

assessments of compliance with respect to the mortgage loans are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA
to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Tysons Corner Center Mortgage
Loan, which is being serviced and administered pursuant to the trust and
servicing agreement for the TYSN 2023-CRNR Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Schedule I to the
trust and servicing agreement for the TYSN 2023-CRNR Transaction incorporated
by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the TYSN
2023-CRNR Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Acquisition America Portfolio
Mortgage Loan and the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage
Loan, which are being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2024-V5 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to
the pooling and servicing agreement for the Benchmark 2024-V5 Transaction
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
Benchmark 2024-V5 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).

assessments of compliance with respect to the Elmwood Shopping Center Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the BMO 2024-5C3 Transaction, are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Exhibit O to the
pooling and servicing agreement for the BMO 2024-5C3 Transaction incorporated
by reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BMO
2024-5C3 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Jordan Creek Town Center Mortgage
Loan, the Kenwood Towne Centre Mortgage Loan and the Galleria at Tyler Mortgage
Loan, which are being serviced and administered pursuant to the pooling and
servicing agreement for the BANK5 2024-5YR6 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the
pooling and servicing agreement for the BANK5 2024-5YR6 Transaction
incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
BANK5 2024-5YR6 Transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).

 Item 1123 of Regulation AB, Servicer Compliance Statement.

 The servicer compliance statements are attached as Exhibits
to this Annual Report on Form 10-K.

 Item 15. Exhibits, and Financial Statement Schedules

 (a) The following is a list of documents filed as part of
this Annual Report on Form 10-K:

 (1) Not applicable

 (2) Not applicable

 (3) See below

 4.1
 Pooling
and Servicing Agreement, dated as of March 1, 2024, among Barclays Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing LLC,
as Special Servicer, Computershare Trust Company, National Association, as
Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as
Operating Advisor and as Asset Representations Reviewer (filed as Exhibit 4.1
to the registrant's Current Report on Form 8-K/A filed on March 28, 2024 under

 4.2
 Trust
and Servicing Agreement, dated as of December 12, 2023, between Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Berkadia Commercial
Mortgage LLC, as Master Servicer, Situs Holdings, LLC, as Special Servicer, and
Computershare Trust Company, National Association, as Trustee, Certificate
Administrator, Paying Agent and Custodian (filed as Exhibit 4.2 to the

 4.3
 Pooling
and Servicing Agreement, dated as of January 1, 2024, between Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
Rialto Capital Advisors, LLC, as Special Servicer, Computershare Trust Company,
N.A., as Trustee, Certificate Administrator, Paying Agent and Custodian, and
BellOak, LLC, as Operating Advisor and Asset Representations Reviewer (filed as
Exhibit 4.3 to the registrant's Current Report on Form 8-K filed on March 19,
2024 under Commission File No. 333-257737-13 and incorporated by reference

 4.4
 Pooling
and Servicing Agreement, dated as of February 1, 2024, among BMO Commercial
Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Greystone Servicing Company LLC, as Special Servicer, Park
Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer, Computershare Trust Company, National Association, as Certificate
Administrator, and Computershare Trust Company, National Association, as
Trustee (filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K
filed on March 19, 2024 under Commission File No. 333-257737-13 and

 4.5
 Pooling
and Servicing Agreement, dated as of May 1, 2024, among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, LNR Partners, LLC, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and
as Asset Representations Reviewer (filed as Exhibit 4.1 to the registrant's
Current Report on Form 8-K filed on May 8, 2024 under Commission File No.
333-257737-13 and incorporated by reference herein).

 4.6
Agreement, dated as of January 18, 2024, between Deutsche Bank AG, New York Branch,
as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder,
Barclays Capital Real Estate Inc., as Note A-5 Holder, Note A-6 Holder, Note
A-7 Holder and Note A-8 Holder, and Wells Fargo Bank, National Association, as
Note A-9 Holder, Note A-10 Holder, Note A-11 Holder and Note A-12 Holder (filed
as Exhibit 4.5 to the registrant's Current Report on Form 8-K filed on March
19, 2024 under Commission File No. 333-257737-13 and incorporated by reference

 4.7
Agreement, dated as of March 14, 2024, between DBR Investments Co. Limited, as
Note A-1 Holder, DBR Investments Co. Limited, as Note A-2 Holder, DBR
Investments Co. Limited, as Note A-3 Holder, and DBR Investments Co. Limited,
as Note A-4 Holder (filed as Exhibit 4.6 to the registrant's Current Report on
Form 8-K filed on March 19, 2024 under Commission File No. 333-257737-13 and

 4.8
 Agreement
Between Note Holders, dated as of February 27, 2024, by and between UBS AG, by
and through its branch office at 1285 Avenue of the Americas, New York, New
York, as Note A-1 Holder, Note A-2 Holder, Note A-3 Holder and Note A-4 Holder,
and JPMorgan Chase Bank, National Association, as Note A-5 Holder, Note A-6
Holder and Note A-7 Holder (filed as Exhibit 4.7 to the registrant's Current
Report on Form 8-K filed on March 19, 2024 under Commission File No.
333-257737-13 and incorporated by reference herein).

 4.9
 Agreement
Between Note Holders, dated as of February 1, 2024, by and between Morgan
Stanley Bank, N.A., as Initial Note A-1 Holder, Initial Note A-2 Holder,
Initial Note A-3 Holder and Initial Note A-4 Holder, JPMorgan Chase Bank,
National Association, as Initial Note A-5 Holder, Initial Note A-6 Holder,
Initial Note A-7 Holder and Initial Note A-8 Holder, Barclays Capital Real
Estate Inc., as Initial Note A-9 Holder, Initial Note A-10 Holder and Initial
Note A-11 Holder, and Morgan Stanley Mortgage Capital Holdings LLC, as Initial
Agent (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K
filed on March 19, 2024 under Commission File No. 333-257737-13 and

 4.10
Agreement, dated as of February 9, 2024, by and among Wells Fargo Bank,
National Association, as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder,
Initial Note A-1-3 Holder and Initial Note A-1-4 Holder, Goldman Sachs Bank
USA, as Initial Note A-2-1 Holder, Initial Note A-2-2 Holder and Initial
Note A-2-3 Holder, and Soci t G n rale Financial Corporation, as Initial
Note A-3-1 Holder, Initial Note A-3-2 Holder and Initial Note A-3-3 Holder
(filed as Exhibit 4.9 to the registrant's Current Report on Form 8-K filed on
March 19, 2024 under Commission File No. 333-257737-13 and incorporated by
reference herein).

 4.11
Agreement, dated as of December 12, 2023, between Deutsche Bank AG, New York
Branch, as an Initial Note A Holder, Bank of Montreal, as an Initial Note A
Holder, JPMorgan Chase Bank, National Association, as an Initial Note A Holder,
and Goldman Sachs Bank USA, as an Initial Note A Holder (filed as Exhibit 4.10
to the registrant's Current Report on Form 8-K filed on March 19, 2024 under

 4.12
 Agreement
Between Note Holders, dated as of January 4, 2024, by and between Barclays
Capital Real Estate Inc., as Initial Note A-1 Holder, and Barclays Capital Real
Estate Inc., as Initial Note A-2 Holder (filed as Exhibit 4.11 to the

 4.13
Agreement, dated as of January 25, 2024, by and between Citi Real Estate
Funding Inc., as Initial Note A-1 Holder, and Citi Real Estate Funding Inc., as
Initial Note A-2 Holder (filed as Exhibit 4.12 to the registrant's Current
Report on Form 8-K filed on March 19, 2024 under Commission File No.
333-257737-13 and incorporated by reference herein).

 4.14
Agreement, dated as of December 13, 2023, by and between Bank of Montreal, as
Initial Note A-1 Holder, Initial Note A-3 Holder, Initial Note A-4 Holder,
Initial Note A-6 Holder, Initial Note A-7 Holder and Initial Note A-9 Holder,
and Deutsche Bank AG, New York Branch, as Initial Note A-2 Holder, Initial Note
A-5 Holder and Initial Note A-8 Holder (filed as Exhibit 4.13 to the

 4.15
 Agreement
Between Note Holders, dated as of December 13, 2023, by and between Bank of
America, N.A., as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder and
Initial Note A-1-3 Holder, Deutsche Bank AG, New York Branch as Initial Note
A-2-1 Holder, Initial Note A-2-2 Holder and Initial Note A-2-3 Holder, and
Soci t G n rale Financial Corporation, as Initial Note A-3-1 Holder, Initial
Note A-3-2 Holder and Initial Note A-3-3 Holder (filed as Exhibit 4.14 to the

 4.16
 Primary
Servicing Agreement, dated as of March 1, 2024, between Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, and KeyBank
National Association, as Primary Servicer (filed as Exhibit 4.15 to the

 4.17
 Primary
Servicing Agreement, dated as May 1, 2024, by and between Midland Loan
Services, a Division of PNC Bank, National Association, as Primary Servicer,
and Wells Fargo Bank, National Association, as Master Servicer (filed as
Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on May 8, 2024
under Commission File No. 333-257737-13 and incorporated by reference herein).

 Rule 13a-14(d)/15d-14(d) Certifications.

Reports on assessment of compliance with servicing criteria for asset-backed
securities.

 33.1
National Association, as Master Servicer

 33.2

 33.3
as Trustee and Certificate Administrator

 33.4
as Custodian

 33.5
 Pentalpha Surveillance LLC, as Operating Advisor

 33.6
 Berkadia Commercial Mortgage LLC, as Primary
Servicer with respect to Hilton Tapestry - Hotel Alba Tampa and The Glen
Mortgage Loans

 33.7
 KeyBank National Association, as Primary Servicer
with respect to the WoodSpring Suites – Charlotte Mortgage Loan, the Meadow
Park Mortgage Loan and the Newport Oaks Mortgage Loan.

 33.8
National Association, as Primary Servicer of the Staten Island Mall Mortgage
Loan (see Exhibit 33.1)

 33.9
of the Staten Island Mall Mortgage Loan (see Exhibit 33.2)

 33.10
Computershare Trust Company, National Association, as Trustee of the Staten
Island Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 33.11
as Custodian of the Staten Island Mall Mortgage Loan (see Exhibit 33.4)

 33.12
the Staten Island Mall Mortgage Loan (see Exhibit 33.5)

 33.13
National Association, as Primary Servicer of the Sheraton Hotel Brooklyn
Mortgage Loan (see Exhibit 33.1)

 33.14
of the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 33.2)

 33.15
Computershare Trust Company, National Association, as Trustee of the Sheraton
Hotel Brooklyn Mortgage Loan (Omitted. See Explanatory Notes.)

 33.16
as Custodian of the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 33.4)

 33.17
the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 33.5)

 33.18
National Association, as Primary Servicer of the Western Digital Milpitas
Campus Mortgage Loan (see Exhibit 33.1)

 33.19
of the Western Digital Milpitas Campus Mortgage Loan (see Exhibit 33.2)

 33.20
Computershare Trust Company, National Association, as Trustee of the Western
Digital Milpitas Campus Mortgage Loan (Omitted. See Explanatory Notes.)

 33.21
as Custodian of the Western Digital Milpitas Campus Mortgage Loan (see Exhibit
33.4)

 33.22
the Western Digital Milpitas Campus Mortgage Loan (see Exhibit 33.5)

 33.23
 Berkadia Commercial Mortgage LLC, as Primary
Servicer of the Tysons Corner Center Mortgage Loan (see Exhibit 33.6)

 33.24
Situs Holdings, LLC, as Special Servicer of the Tysons Corner Center Mortgage
Loan (Omitted. See Explanatory Notes.)

 33.25
Computershare Trust Company, National Association, as Trustee of the Tysons
Corner Center Mortgage Loan (Omitted. See Explanatory Notes.)

 33.26
as Custodian of the Tysons Corner Center Mortgage Loan (see Exhibit 33.4)

 33.27
National Association, as Primary Servicer of the Acquisition America Portfolio
Mortgage Loan (see Exhibit 33.1)

 33.28
Rialto Capital Advisors, LLC, as Special Servicer of the Acquisition America
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.29
Computershare Trust Company, National Association, as Trustee of the
Acquisition America Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.30
as Custodian of the Acquisition America Portfolio Mortgage Loan (see Exhibit
33.4)

 33.31
BellOak, LLC, as Operating Advisor of the Acquisition America Portfolio
Mortgage Loan (Omitted. See Explanatory Notes.)

 33.32
National Association, as Primary Servicer of the DoubleTree by Hilton Hotel
Orlando at SeaWorld Mortgage Loan (see Exhibit 33.1)

 33.33
Rialto Capital Advisors, LLC, as Special Servicer of the DoubleTree by Hilton
Hotel Orlando at SeaWorld Mortgage Loan (Omitted. See Explanatory Notes.)

 33.34
Computershare Trust Company, National Association, as Trustee of the DoubleTree
by Hilton Hotel Orlando at SeaWorld Mortgage Loan (Omitted. See Explanatory
Notes.)

 33.35
as Custodian of the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage
Loan (see Exhibit 33.4)

 33.36
BellOak, LLC, as Operating Advisor of the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan (Omitted. See Explanatory Notes.)

 33.37
Servicer of the Elmwood Shopping Center Mortgage Loan

 33.38
Greystone Servicing Company LLC, as Special Servicer of the Elmwood Shopping
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 33.39
Computershare Trust Company, National Association, as Trustee of the Elmwood
Shopping Center Mortgage Loan (Omitted. See Explanatory Notes.)

 33.40
as Custodian of the Elmwood Shopping Center Mortgage Loan (see Exhibit 33.4)

 33.41
Advisor of the Elmwood Shopping Center Mortgage Loan

 33.42
Participant of the Elmwood Shopping Center Mortgage Loan

 33.43
National Association, as Primary Servicer of the Jordan Creek Town Center
Mortgage Loan (see Exhibit 33.1)

 33.44
Servicer of the Jordan Creek Town Center Mortgage Loan (see Exhibit 33.37)

 33.45
Jordan Creek Town Center Mortgage Loan

 33.46
Computershare Trust Company, National Association, as Trustee of the Jordan
Creek Town Center Mortgage Loan (Omitted. See Explanatory Notes.)

 33.47
as Custodian of the Jordan Creek Town Center Mortgage Loan (see Exhibit 33.4)

 33.48
Advisor of the Jordan Creek Town Center Mortgage Loan (see Exhibit 33.41)

 33.49
Participant of the Jordan Creek Town Center Mortgage Loan (see Exhibit 33.42)

 33.50
Servicer of the Kenwood Towne Centre Mortgage Loan (see Exhibit 33.37)

 33.51
Kenwood Towne Centre Mortgage Loan (see Exhibit 33.45)

 33.52
Computershare Trust Company, National Association, as Trustee of the Kenwood
Towne Centre Mortgage Loan (Omitted. See Explanatory Notes.)

 33.53
as Custodian of the Kenwood Towne Centre Mortgage Loan (see Exhibit 33.4)

 33.54
Advisor of the Kenwood Towne Centre Mortgage Loan (see Exhibit 33.41)

 33.55
Participant of the Kenwood Towne Centre Mortgage Loan (see Exhibit 33.42)

 33.56
National Association, as Primary Servicer of the Galleria at Tyler Mortgage
Loan (see Exhibit 33.1)

 33.57
Servicer of the Galleria at Tyler Mortgage Loan (see Exhibit 33.37)

 33.58
Galleria at Tyler Mortgage Loan (see Exhibit 33.45)

 33.59
Computershare Trust Company, National Association, as Trustee of the Galleria
at Tyler Mortgage Loan (Omitted. See Explanatory Notes.)

 33.60
as Custodian of the Galleria at Tyler Mortgage Loan (see Exhibit 33.4)

 33.61
Advisor of the Galleria at Tyler Mortgage Loan (see Exhibit 33.41)

 33.62
Participant of the Galleria at Tyler Mortgage Loan (see Exhibit 33.42)

 Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.

 34.1
National Association, as Master Servicer

 34.2

 34.3
as Trustee and Certificate Administrator

 34.4
as Custodian

 34.5
 Pentalpha Surveillance LLC, as Operating Advisor

 34.6
 Berkadia Commercial Mortgage LLC, as Primary
Servicer with respect to Hilton Tapestry - Hotel Alba Tampa and The Glen
Mortgage Loans

 34.7
 KeyBank National Association, as Primary Servicer
with respect to the WoodSpring Suites – Charlotte Mortgage Loan, the Meadow
Park Mortgage Loan and the Newport Oaks Mortgage Loan.

 34.8
National Association, as Primary Servicer of the Staten Island Mall Mortgage
Loan (see Exhibit 34.1)

 34.9
of the Staten Island Mall Mortgage Loan (see Exhibit 34.2)

 34.10
Computershare Trust Company, National Association, as Trustee of the Staten
Island Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 34.11
as Custodian of the Staten Island Mall Mortgage Loan (see Exhibit 34.4)

 34.12
the Staten Island Mall Mortgage Loan (see Exhibit 34.5)

 34.13
National Association, as Primary Servicer of the Sheraton Hotel Brooklyn
Mortgage Loan (see Exhibit 34.1)

 34.14
of the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 34.2)

 34.15
Computershare Trust Company, National Association, as Trustee of the Sheraton
Hotel Brooklyn Mortgage Loan (Omitted. See Explanatory Notes.)

 34.16
as Custodian of the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 34.4)

 34.17
the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 34.5)

 34.18
National Association, as Primary Servicer of the Western Digital Milpitas
Campus Mortgage Loan (see Exhibit 34.1)

 34.19
of the Western Digital Milpitas Campus Mortgage Loan (see Exhibit 34.2)

 34.20
Computershare Trust Company, National Association, as Trustee of the Western
Digital Milpitas Campus Mortgage Loan (Omitted. See Explanatory Notes.)

 34.21
as Custodian of the Western Digital Milpitas Campus Mortgage Loan (see Exhibit
34.4)

 34.22
the Western Digital Milpitas Campus Mortgage Loan (see Exhibit 34.5)

 34.23
 Berkadia Commercial Mortgage LLC, as Primary
Servicer of the Tysons Corner Center Mortgage Loan (see Exhibit 34.6)

 34.24
Situs Holdings, LLC, as Special Servicer of the Tysons Corner Center Mortgage
Loan (Omitted. See Explanatory Notes.)

 34.25
Computershare Trust Company, National Association, as Trustee of the Tysons
Corner Center Mortgage Loan (Omitted. See Explanatory Notes.)

 34.26
as Custodian of the Tysons Corner Center Mortgage Loan (see Exhibit 34.4)

 34.27
National Association, as Primary Servicer of the Acquisition America Portfolio
Mortgage Loan (see Exhibit 34.1)

 34.28
Rialto Capital Advisors, LLC, as Special Servicer of the Acquisition America
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.29
Computershare Trust Company, National Association, as Trustee of the
Acquisition America Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.30
as Custodian of the Acquisition America Portfolio Mortgage Loan (see Exhibit
34.4)

 34.31
BellOak, LLC, as Operating Advisor of the Acquisition America Portfolio
Mortgage Loan (Omitted. See Explanatory Notes.)

 34.32
National Association, as Primary Servicer of the DoubleTree by Hilton Hotel
Orlando at SeaWorld Mortgage Loan (see Exhibit 34.1)

 34.33
Rialto Capital Advisors, LLC, as Special Servicer of the DoubleTree by Hilton
Hotel Orlando at SeaWorld Mortgage Loan (Omitted. See Explanatory Notes.)

 34.34
Computershare Trust Company, National Association, as Trustee of the DoubleTree
by Hilton Hotel Orlando at SeaWorld Mortgage Loan (Omitted. See Explanatory
Notes.)

 34.35
as Custodian of the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage
Loan (see Exhibit 34.4)

 34.36
BellOak, LLC, as Operating Advisor of the DoubleTree by Hilton Hotel Orlando at
SeaWorld Mortgage Loan (Omitted. See Explanatory Notes.)

 34.37
Servicer of the Elmwood Shopping Center Mortgage Loan

 34.38
Greystone Servicing Company LLC, as Special Servicer of the Elmwood Shopping
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 34.39
Computershare Trust Company, National Association, as Trustee of the Elmwood
Shopping Center Mortgage Loan (Omitted. See Explanatory Notes.)

 34.40
as Custodian of the Elmwood Shopping Center Mortgage Loan (see Exhibit 34.4)

 34.41
Advisor of the Elmwood Shopping Center Mortgage Loan

 34.42
Participant of the Elmwood Shopping Center Mortgage Loan

 34.43
National Association, as Primary Servicer of the Jordan Creek Town Center
Mortgage Loan (see Exhibit 34.1)

 34.44
Servicer of the Jordan Creek Town Center Mortgage Loan (see Exhibit 34.37)

 34.45
Jordan Creek Town Center Mortgage Loan

 34.46
Computershare Trust Company, National Association, as Trustee of the Jordan
Creek Town Center Mortgage Loan (Omitted. See Explanatory Notes.)

 34.47
as Custodian of the Jordan Creek Town Center Mortgage Loan (see Exhibit 34.4)

 34.48
Advisor of the Jordan Creek Town Center Mortgage Loan (see Exhibit 34.41)

 34.49
Participant of the Jordan Creek Town Center Mortgage Loan (see Exhibit 34.42)

 34.50
Servicer of the Kenwood Towne Centre Mortgage Loan (see Exhibit 34.37)

 34.51
Kenwood Towne Centre Mortgage Loan (see Exhibit 34.45)

 34.52
Computershare Trust Company, National Association, as Trustee of the Kenwood
Towne Centre Mortgage Loan (Omitted. See Explanatory Notes.)

 34.53
as Custodian of the Kenwood Towne Centre Mortgage Loan (see Exhibit 34.4)

 34.54
Advisor of the Kenwood Towne Centre Mortgage Loan (see Exhibit 34.41)

 34.55
Participant of the Kenwood Towne Centre Mortgage Loan (see Exhibit 34.42)

 34.56
National Association, as Primary Servicer of the Galleria at Tyler Mortgage
Loan (see Exhibit 34.1)

 34.57
Servicer of the Galleria at Tyler Mortgage Loan (see Exhibit 34.37)

 34.58
Galleria at Tyler Mortgage Loan (see Exhibit 34.45)

 34.59
Computershare Trust Company, National Association, as Trustee of the Galleria
at Tyler Mortgage Loan (Omitted. See Explanatory Notes.)

 34.60
as Custodian of the Galleria at Tyler Mortgage Loan (see Exhibit 34.4)

 34.61
Advisor of the Galleria at Tyler Mortgage Loan (see Exhibit 34.41)

 34.62
Participant of the Galleria at Tyler Mortgage Loan (see Exhibit 34.42)

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2

 35.3
as Certificate Administrator

 35.4
Berkadia Commercial Mortgage LLC, as Primary Servicer with respect to Hilton
Tapestry - Hotel Alba Tampa and The Glen Mortgage Loans (Omitted. See
Explanatory Notes.)

 35.5
 KeyBank National Association, as Primary Servicer
with respect to the WoodSpring Suites – Charlotte Mortgage Loan, the Meadow
Park Mortgage Loan and the Newport Oaks Mortgage Loan.

 35.6
National Association, as Primary Servicer of the Staten Island Mall Mortgage
Loan (see Exhibit 35.1)

 35.7
of the Staten Island Mall Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the Sheraton Hotel Brooklyn
Mortgage Loan (see Exhibit 35.1)

 35.9
of the Sheraton Hotel Brooklyn Mortgage Loan (see Exhibit 35.2)

 35.10
National Association, as Primary Servicer of the Western Digital Milpitas
Campus Mortgage Loan (see Exhibit 35.1)

 35.11
of the Western Digital Milpitas Campus Mortgage Loan (see Exhibit 35.2)

 35.12
Berkadia Commercial Mortgage LLC, as Primary Servicer of the Tysons Corner
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 35.13
Situs Holdings, LLC, as Special Servicer of the Tysons Corner Center Mortgage
Loan (Omitted. See Explanatory Notes.)

 35.14
National Association, as Primary Servicer of the Acquisition America Portfolio
Mortgage Loan (see Exhibit 35.1)

 35.15
Rialto Capital Advisors, LLC, as Special Servicer of the Acquisition America
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 35.16
National Association, as Primary Servicer of the DoubleTree by Hilton Hotel
Orlando at SeaWorld Mortgage Loan (see Exhibit 35.1)

 35.17
Rialto Capital Advisors, LLC, as Special Servicer of the DoubleTree by Hilton
Hotel Orlando at SeaWorld Mortgage Loan (Omitted. See Explanatory Notes.)

 35.18
Servicer of the Elmwood Shopping Center Mortgage Loan

 35.19
Greystone Servicing Company LLC, as Special Servicer of the Elmwood Shopping
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 35.20
National Association, as Primary Servicer of the Jordan Creek Town Center
Mortgage Loan (see Exhibit 35.1)

 35.21
Servicer of the Jordan Creek Town Center Mortgage Loan (see Exhibit 35.18)

 35.22
Jordan Creek Town Center Mortgage Loan

 35.23
Servicer of the Kenwood Towne Centre Mortgage Loan (see Exhibit 35.18)

 35.24
Kenwood Towne Centre Mortgage Loan (see Exhibit 35.22)

 35.25
National Association, as Primary Servicer of the Galleria at Tyler Mortgage
Loan (see Exhibit 35.1)

 35.26
Servicer of the Galleria at Tyler Mortgage Loan (see Exhibit 35.18)

 35.27
Galleria at Tyler Mortgage Loan (see Exhibit 35.22)

 99.1
Loan Purchase Agreement, dated as of March 28, 2024, among Barclays Capital
Real Estate Inc., Barclays Capital Holdings Inc. and Barclays Commercial
Mortgage Securities LLC (filed as Exhibit 99.1 to the registrant's Current
Report on Form 8-K filed on March 19, 2024 under Commission File No.
333-257737-13 and incorporated by reference herein).

 99.2
Loan Purchase Agreement, dated as of March 28, 2024, between 3650 Real Estate
Investment Trust 2 LLC and Barclays Commercial Mortgage Securities LLC (filed
as Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on March
19, 2024 under Commission File No. 333-257737-13 and incorporated by reference

 99.3
Loan Purchase Agreement, dated as of March 28, 2024, between German American
Capital Corporation and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.4 to the registrant's Current Report on Form 8-K filed on March 19,
2024 under Commission File No. 333-257737-13 and incorporated by reference

 99.4
Loan Purchase Agreement, dated as of March 28, 2024, between Citi Real Estate
Funding Inc. and Barclays Commercial Mortgage Securities LLC (filed as Exhibit
99.3 to the registrant's Current Report on Form 8-K/A filed on March 29, 2024
under Commission File No. 333-257737-13 and incorporated by reference herein).

 99.5
Loan Purchase Agreement, dated as of March 28, 2024, between UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York,
and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.5 to the

 99.6
Loan Purchase Agreement, dated as of March 28, 2024, among Societe Generale
Financial Corporation, Soci t G n rale and Barclays Commercial Mortgage
Securities LLC (filed as Exhibit 99.6 to the registrant's Current Report on
Form 8-K filed on March 19, 2024 under Commission File No. 333-257737-13 and

 99.7
Loan Purchase Agreement, dated as of March 28, 2024, between Bank of Montreal
and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.7 to the

 99.8
Loan Purchase Agreement, dated as of March 28, 2024, between Argentic Real
Estate Finance 2 LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.8 to the registrant's Current Report on Form 8-K filed on March 19,
2024 under Commission File No. 333-257737-13 and incorporated by reference

 99.9
Loan Purchase Agreement, dated as of March 28, 2024, between Starwood Mortgage
Capital LLC and Barclays Commercial Mortgage Securities LLC (filed as Exhibit
99.9 to the registrant's Current Report on Form 8-K filed on March 19, 2024
under Commission File No. 333-257737-13 and incorporated by reference herein).

 99.10
Loan Purchase Agreement, dated as of March 28, 2024, between KeyBank National Association
and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.10 to the

 99.11
Loan Purchase Agreement, dated as of March 28, 2024, among BSPRT CMBS Finance,
LLC, Franklin BSP Realty Trust, Inc., and Barclays Commercial Mortgage
Securities LLC (filed as Exhibit 99.11 to the registrant's Current Report on
Form 8-K filed on March 19, 2024 under Commission File No. 333-257737-13 and

 (b) The exhibits required to be filed by the
Registrant pursuant to Item 601 of Regulation S-K are listed above.

 (c) Not Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 Barclays Commercial Mortgage
Securities LLC

(Depositor)

 /s/ Daniel
Schmidt

 Daniel
Schmidt, Chief Executive Officer

 (senior officer in charge of
securitization of the depositor)

 Date: March 12, 2025