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: 333-257737-12

 Central Index Key Number of the issuing entity:
0002006370

 BBCMS Mortgage Trust 2024-C24

 (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: 0001755531

 Societe Generale Financial
Corporation

 Central Index Key Number of the sponsor: 0001968416

 Argentic Real Estate Finance 2 LLC

 Central Index Key Number of the sponsor: 0000927971

 Bank of Montreal

 Central Index Key Number of the sponsor: 0001541294

 German American Capital Corporation

 Central Index Key Number of the sponsor: 0001089877

 KeyBank National Association

 Central Index Key Number of the sponsor: 0001548405

 Starwood Mortgage Capital LLC

 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: 0001722518

 BSPRT CMBS Finance, LLC

 Central Index Key Number of the sponsor: 0001592182

 LMF Commercial, LLC

 New York

 (State or other jurisdiction of

 incorporation or organization of

 the issuing entity)

 38-4297106

 38-4297107

 (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 Rhino Portfolio 3 Mortgage Loan and the
AutoNation Mortgage Loan, which constituted approximately 9.4% and 6.1%,
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 Rhino Portfolio 3 Mortgage Loan, three
other pari passu loans, which are not assets of the issuing entity and
(b) with respect to the AutoNation Mortgage Loan, two other pari passu loans,
which are not assets of the issuing entity. These loan combinations, including
the Rhino Portfolio 3 Mortgage Loan and the AutoNation 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.

Exhibit Index) with respect to the RTL Retail Portfolio Mortgage Loan, The Muse
& Eden Pointe Mortgage Loan and the Outlet Shoppes at Atlanta Mortgage
Loan, which constituted approximately 8.0%, 2.3% and 1.3%, respectively, of the
asset pool of the issuing entity as of its cut-off date. The RTL Retail
Portfolio Mortgage Loan, The Muse & Eden Pointe Mortgage Loan and the
Outlet Shoppes at Atlanta 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
RTL Retail Portfolio Mortgage Loan, thirteen other pari passu loans,
which are not assets of the issuing entity, (b) with respect to The Muse &
Eden Pointe Mortgage Loan, four other pari passu loans, which are not
assets of the issuing entity or (c) with respect to the Outlet Shoppes at
Atlanta Mortgage Loan, two other pari passu loans, which are not assets
of the issuing entity. A pari passu portion of each loan combination was
securitized in the BBCMS Mortgage Trust 2023-C22 transaction, Commission File
Number 333-257737-10 (the " BBCMS 2023-C22 Transaction "). These loan
combinations, including the RTL Retail Portfolio Mortgage Loan, The Muse &
Eden Pointe Mortgage Loan and the Outlet Shoppes at Atlanta Mortgage Loan, are
being serviced and administered pursuant to the pooling and servicing agreement
for the BBCMS 2023-C22 Transaction, which is incorporated by reference as
Exhibit 4.2 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Sugar Land Town Square Mortgage Loan, which
constituted approximately 2.2% of the asset pool of the issuing entity as of
its cut-off date. The Sugar Land Town Square Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the Sugar
Land Town Square Mortgage Loan and two other pari passu loans, which are
not assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the BBCMS Mortgage Trust 2023-5C23 transaction,
Commission File Number 333-257737-11 (the " BBCMS 2023-5C23 Transaction ").
This loan combination, including the Sugar Land Town Square Mortgage Loan, is
being serviced and administered pursuant to the pooling and servicing agreement
for the BBCMS 2023-5C23 Transaction, which is incorporated by reference as
Exhibit 4.3 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Arundel Mills and Marketplace Mortgage Loan,
the BLE Portfolio Mortgage Loan, the Centre Pointe Portfolio Mortgage
Loan, the La Primavera Mortgage Loan and the Blackbird Portfolio Mortgage
Loan, which constituted approximately 8.6%, 3.9%, 2.5%, 1.8% and 0.8%,
respectively, of the asset pool of the issuing entity as of its cut-off
date. The Arundel Mills and Marketplace Mortgage Loan, the BLE
Portfolio Mortgage Loan, the Centre Pointe Portfolio Mortgage Loan, the
La Primavera Mortgage Loan and the Blackbird Portfolio 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 Arundel Mills and Marketplace Mortgage
Loan, thirteen other pari passu loans, which are not assets of the
issuing entity, (b) with respect to the BLE Portfolio Mortgage Loan, two
other pari passu loans, which are not assets of the issuing entity, (c)
with respect to the Centre Pointe Portfolio Mortgage Loan, one other pari
passu loan, which is not an asset of the issuing entity, (d) with respect
to the La Primavera Mortgage Loan, two other pari passu loans,
which are not assets of the issuing entity or (e) with respect to the Blackbird
Portfolio Mortgage Loan, one other pari passu loan, which is not an
asset of the issuing entity. A pari passu portion of each loan
combination was securitized in the MSWF Commercial Mortgage Trust 2023-2
transaction, Commission File Number 333-257991-09 (the " MSWF 2023-2
Transaction "). These loan combinations, including the Arundel Mills and
Marketplace Mortgage Loan, the BLE Portfolio Mortgage Loan, the Centre
Pointe Portfolio Mortgage Loan, the La Primavera Mortgage Loan and the
Blackbird Portfolio Mortgage Loan, are being serviced and administered pursuant
to the pooling and servicing agreement for the MSWF 2023-2 Transaction, which
is incorporated by reference as Exhibit 4.4 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Axis Apartments Mortgage Loan, which
constituted approximately 4.3% of the asset pool of the issuing entity as of its
cut-off date. The Axis Apartments Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Axis
Apartments Mortgage Loan and three other pari passu loans, which are not
assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the Benchmark 2023-B40 Mortgage Trust
transaction, Commission File Number 333-258342-03 (the " Benchmark 2023-B40
Transaction "). This loan combination, including the Axis Apartments
Mortgage Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2023-B40 Transaction, which is
incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Woodfield Mall Mortgage Loan, which
constituted approximately 9.7% of the asset pool of the issuing entity as of
its cut-off date. The Woodfield Mall Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Woodfield
Mall Mortgage Loan and eleven other pari passu loans and three
subordinate companion loans, which are not assets of the issuing entity. A pari
passu portion of the loan combination was securitized in the BMO 2023-C7
Mortgage Trust transaction, Commission File Number 333-255934-09 (the " BMO
2023-C7 Transaction "). This loan combination, including the Woodfield Mall
Mortgage Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the BMO 2023-C7 Transaction, which is incorporated by
reference as Exhibit 4.6 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Creekside Town Center Mortgage Loan, which
constituted approximately 1.6% of the asset pool of the issuing entity as of
its cut-off date. The Creekside Town Center Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the
Creekside Town Center Mortgage Loan and five other pari passu loans,
which are not assets of the issuing entity. This loan
combination, including the Creekside Town Center Mortgage Loan, was serviced
under the pooling and servicing agreement for the BMO 2023-C7 Mortgage Trust
Transaction prior to the closing of the securitization of a pari passu
portion of the Creekside Town Center loan combination in the BMO 2024-C10
Mortgage Trust transaction, Commission File Number 333-280224-02 (the " BMO
2024-C10 Transaction "). After the closing of the BMO 2024-C10
Transaction on November 7, 2024, this loan combination, including the Creekside
Town Center Mortgage Loan was, and will continue to be, serviced and
administered pursuant to the pooling and servicing agreement with respect to
the BMO 2024-C10 Transaction, which is incorporated by reference as Exhibit 4.7
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.

 KeyBank National Association is
the master servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement, the special servicer of the Woodfield Mall Mortgage Loan
and the primary servicer of the Creekside Town Center Mortgage Loan. As a
result, KeyBank 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 KeyBank National Association in the

 BellOak, LLC is the operating
advisor of the mortgage loans serviced under the Pooling and Servicing
Agreement, the Arundel Mills and Marketplace Mortgage Loan, the BLE
Portfolio Mortgage Loan, the Centre Pointe Portfolio Mortgage Loan, the
La Primavera Mortgage Loan and the Blackbird Portfolio Mortgage
Loan. As a result, BellOak, 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 BellOak, LLC in the capacities
described above are listed in the Exhibit Index.

 Argentic Services Company LP is
the special servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement, the Arundel Mills and Marketplace Mortgage Loan, the BLE
Portfolio Mortgage Loan, the Centre Pointe Portfolio Mortgage Loan, the
La Primavera Mortgage Loan and the Blackbird Portfolio Mortgage Loan. As
a result, Argentic Services Company LP 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 Argentic Services Company LP in the

 Computershare Trust Company,
National Association is the custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement, the Woodfield Mall Mortgage Loan, the Arundel
Mills and Marketplace Mortgage Loan, the RTL Retail Portfolio Mortgage Loan,
the Axis Apartments Mortgage Loan, the BLE Portfolio Mortgage Loan, the
Centre Pointe Portfolio Mortgage Loan, The Muse & Eden Pointe Mortgage
Loan, the Sugar Land Town Square Mortgage Loan, the La Primavera Mortgage
Loan, the Outlet Shoppes at Atlanta Mortgage Loan and the Blackbird Portfolio
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

 Midland Loan Services, a Division of
PNC Bank, National Association is the primary servicer of the Woodfield Mall
Mortgage Loan, the RTL Retail Portfolio Mortgage Loan, the Axis Apartments
Mortgage Loan, The Muse & Eden Pointe Mortgage Loan, the Sugar Land Town
Square Mortgage Loan and the Outlet Shoppes at Atlanta 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

 Rialto Capital Advisors, LLC is
the special servicer of the RTL Retail Portfolio Mortgage Loan, The Muse &
Eden Pointe Mortgage Loan and the Outlet Shoppes at Atlanta Mortgage Loan. As a
result, Rialto Capital Advisors, 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 Rialto Capital Advisors, LLC in the

 LNR Partners, LLC is the special
servicer of the Sugar Land Town Square Mortgage Loan and the Axis Apartments
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 LNR Partners, LLC and an accountants'
attestation report pursuant to Item 1122 of Regulation AB because LNR Partners,
LLC is servicing more than 5% of the pool assets.

 Pentalpha Surveillance LLC is the
operating advisor of the Woodfield Mall Mortgage Loan, the RTL Retail Portfolio
Mortgage Loan, the Axis Apartments Mortgage Loan, The Muse & Eden Pointe
Mortgage Loan and the Outlet Shoppes at Atlanta Mortgage Loan. As a
result, Pentalpha Surveillance 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 Pentalpha Surveillance LLC in the

 Wells Fargo Bank, National
Association is the primary servicer of the Arundel Mills and Marketplace
Mortgage Loan, the BLE Portfolio Mortgage Loan, the Centre Pointe
Portfolio Mortgage Loan, the La Primavera Mortgage Loan and the Blackbird
Portfolio 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.

 Computershare Trust Company,
National Association acts as trustee of the Rhino Portfolio 3 Mortgage Loan,
the AutoNation Mortgage Loan, the RTL Retail Portfolio Mortgage Loan, The Muse
& Eden Pointe Mortgage Loan, the Outlet Shoppes at Atlanta Mortgage Loan,
the Sugar Land Town Square Mortgage Loan, the Arundel Mills and Marketplace
Mortgage Loan, the BLE Portfolio Mortgage Loan, the La Primavera
Mortgage Loan, the Centre Pointe Portfolio Mortgage Loan, the Blackbird
Portfolio Mortgage Loan, the Axis Apartments Mortgage Loan and the Woodfield
Mall Mortgage Loan. Pursuant to the Pooling and Servicing Agreement, the
pooling and servicing agreement for the BBCMS 2023-C22 Transaction, the pooling
and servicing agreement for the BBCMS 2023-5C23 Transaction, the pooling and
servicing agreement for the MSWF 2023-2 Transaction, the pooling and servicing
agreement for the Benchmark 2023-B40 Transaction and the pooling and servicing
agreement for the BMO 2023-C7 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 Rhino Portfolio 3 Mortgage
Loan, the AutoNation Mortgage Loan, the RTL Retail Portfolio Mortgage Loan, The
Muse & Eden Pointe Mortgage Loan, the Outlet Shoppes at Atlanta Mortgage
Loan, the Sugar Land Town Square Mortgage Loan, the Arundel Mills and
Marketplace Mortgage Loan, the BLE Portfolio Mortgage Loan, the La
Primavera Mortgage Loan, the Centre Pointe Portfolio Mortgage Loan, the
Blackbird Portfolio Mortgage Loan, the Axis Apartments Mortgage Loan and the
Woodfield Mall Mortgage Loan have delivered one or more assessments of
compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

 Wilmington Savings Fund Society,
FSB acts as trustee of the Creekside Town Center Mortgage Loan. Pursuant
to the pooling and servicing agreement for the BMO 2024-C10 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 Creekside Town Center 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 Arundel Mills and Marketplace Mortgage Loan, the BLE
Portfolio Mortgage Loan, the La Primavera Mortgage Loan, the Centre
Pointe Portfolio Mortgage Loan and the Blackbird Portfolio 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 RTL Retail Portfolio Mortgage Loan, The Muse & Eden
Pointe Mortgage Loan, the Outlet Shoppes at Atlanta Mortgage Loan, the Sugar
Land Town Square Mortgage Loan, the Arundel Mills and Marketplace Mortgage
Loan, the BLE Portfolio Mortgage Loan, the La Primavera Mortgage
Loan, the Centre Pointe Portfolio Mortgage Loan, the Blackbird Portfolio
Mortgage Loan, the Axis Apartments Mortgage Loan, the Woodfield Mall Mortgage
Loan and the Creekside Town Center 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 Creekside Town Center Mortgage Loan and the
Sugar Land Town Square Mortgage Loan, (i) the reports on assessment of
compliance with servicing criteria and attestation reports on assessment of
compliance with servicing criteria of Park Bridge Lender Services LLC as
operating advisor of the Sugar Land Town Square Mortgage Loan and the Creekside
Town Center Mortgage Loan, 3650 REIT Loan Servicing LLC as special servicer of
the Creekside Town Center Mortgage Loan and Citibank, N.A. as custodian of the
Creekside Town 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 statement of 3650 REIT Loan Servicing LLC as special
servicer of the Creekside Town Center Mortgage Loan listed on the Exhibit Index
is omitted from this Annual Report on Form 10-K as it is not required by Item
1123 of Regulation AB to be included on this Annual Report on Form 10-K because
it is 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 January 31, 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 RTL Retail Portfolio Mortgage
Loan, The Muse & Eden Pointe Mortgage Loan and the Outlet Shoppes at
Atlanta Mortgage Loan, which are being serviced and administered pursuant to
the pooling and servicing agreement for the BBCMS 2023-C22 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 BBCMS 2023-C22
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 BBCMS 2023-C22 Transaction responsible for each applicable
servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Sugar Land Town Square Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the BBCMS 2023-5C23 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 BBCMS 2023-5C23 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
BBCMS 2023-5C23 Transaction responsible for each applicable servicing criteria
set forth in Item 1122(d).

assessments of compliance with respect to the Arundel Mills and Marketplace
Mortgage Loan, the BLE Portfolio Mortgage Loan, the Centre Pointe
Portfolio Mortgage Loan, the La Primavera Mortgage Loan and the Blackbird
Portfolio Mortgage Loan, which are being serviced and administered pursuant to
the pooling and servicing agreement for the MSWF 2023-2 Transaction, are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit Z
to the pooling and servicing agreement for the MSWF 2023-2 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
MSWF 2023-2 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Axis Apartments Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the Benchmark 2023-B40 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 Benchmark 2023-B40 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
Benchmark 2023-B40 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).

assessments of compliance with respect to the Woodfield Mall Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BMO 2023-C7 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 2023-C7 Transaction incorporated by reference
as Exhibit 4.6 to this Annual Report on Form 10-K is a chart identifying the
entities participating in a servicing function for the BMO 2023-C7 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Creekside Town Center Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the BMO 2024-C10 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-C10 Transaction incorporated
by reference as Exhibit 4.7 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the BMO
2024-C10 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
and Servicing Agreement, dated as of February 1, 2024, between Barclays
Commercial Mortgage Securities LLC, as Depositor, KeyBank National Association,
as Master Servicer, Argentic Services Company LP, as Special Servicer,
Computershare Trust Company, National Association, as Certificate Administrator
and as Trustee, and BellOak, 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 January 31, 2024 under Commission File No.

 4.2
and Servicing Agreement, dated as of November 1, 2023, among Barclays
Commercial Mortgage Securities LLC, 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, National
Association, as Certificate Administrator and as Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer
(filed as Exhibit 4.4 to the registrant's Current Report on Form 8-K filed on
January 31, 2024 under Commission File No. 333-257737-12 and incorporated by
reference herein).

 4.3
and Servicing Agreement, dated as of December 1, 2023, among Barclays
Commercial Mortgage Securities LLC, as Depositor, Midland Loan Services, a
Division of PNC 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
4.6 to the registrant's Current Report on Form 8-K filed on January 31, 2024
under Commission File No. 333-257737-12 and incorporated by reference herein).

 4.4
and Servicing Agreement, dated as of December 1, 2023, among Wells Fargo
Commercial Mortgage Securities, Inc., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Argentic Services Company LP, as Special
Servicer, Computershare Trust Company, National Association, as Certificate
Administrator and as Trustee, and BellOak, LLC, as Operating Advisor and as
Asset Representations Reviewer (filed as Exhibit 4.3 to the registrant's
Current Report on Form 8-K filed on January 31, 2024 under Commission File No.

 4.5
and Servicing Agreement, dated as of December 1, 2023, between J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, LNR
Partners, LLC, as Special Servicer, Computershare Trust Company, National
Association, as Certificate Administrator, Computershare Trust Company,
National Association, as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and as Asset Representations Reviewer (filed as Exhibit 4.5 to the
registrant's Current Report on Form 8-K filed on January 31, 2024 under

 4.6
and Servicing Agreement, dated as of December 1, 2023, among BMO Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, KeyBank National Association,
as Special Servicer, Pentalpha Surveillance 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 4.2 to the registrant's
Current Report on Form 8-K filed on January 31, 2024 under Commission File No.

 4.7
and Servicing Agreement, dated as of November 1, 2024, among BMO Commercial
Mortgage Securities LLC, as Depositor, KeyBank National Association, as Master
Servicer, 3650 REIT Loan Servicing LLC, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and as Asset Representations Reviewer,
Citibank N.A., as Certificate Administrator, and Wilmington Savings Fund
Society, FSB, as Trustee (filed as Exhibit 4.1 to the registrant's Current
Report on Form 8-K filed on November 11, 2024 under Commission File No.

 4.8
Between Noteholders, dated as of November 22, 2023, by and between Bank of
Montreal, as Initial BMO Note A Holder, Barclays Capital Real Estate Inc., as
Initial Barclays Note A Holder, Bank of America, N.A., as Initial BANA Note A
Holder, and Bank of Montreal, as Initial Note B-1 Holder, Initial Note B-2
Holder and Initial Note B-3 Holder (filed as Exhibit 4.7 to the registrant's
Current Report on Form 8-K filed on January 31, 2024 under Commission File No.

 4.9
Between Note Holders, dated as of December 19, 2023 by and between Barclays
Capital Real Estate Inc., as Initial Note A-1 Holder, Initial Note A-2 Holder,
Initial Note A-3 Holder, Initial Note A-4 Holder and Initial Note A-5 Holder,
and Bank of America, N.A., as Initial Note A-6 Holder and Initial Note A-7
Holder (filed as Exhibit 4.8 to the registrant's Current Report on Form 8-K
filed on January 31, 2024 under Commission File No. 333-257737-12 and

 4.10
Between Note Holders, dated as of October 5, 2023, by and between Wells Fargo
Bank, National Association, Soci t G n rale Financial Corporation, DBR
Investments Co. Limited and Citi Real Estate Funding Inc. (filed as Exhibit 4.9
to the registrant's Current Report on Form 8-K filed on January 31, 2024 under

 4.11
Between Note Holders, dated as of August 30, 2023, by and between Barclays
Capital Real Estate Inc., Soci t G n rale Financial Corporation, KeyBank
National Association and Bank of Montreal (filed as Exhibit 4.10 to the
registrant's Current Report on Form 8-K filed on January 31, 2024 under

 4.12
Between Note Holders, dated as of December 1, 2023, by and between Barclays
Capital Real Estate Inc. and Argentic Real Estate Finance 2 LLC (filed as
Exhibit 4.11 to the registrant's Current Report on Form 8-K filed on January

 4.13
Agreement, dated as of October 5, 2023, by and between Argentic Real Estate
Finance 2 LLC, as Initial Note A-1-1 Holder and Initial Note A-1-2 Holder, and
Barclays Capital Real Estate Inc., as Initial Note A-2-1 Holder and Initial
Note A-2-2 Holder (filed as Exhibit 4.12 to the registrant's Current Report on
Form 8-K filed on January 31, 2024 under Commission File No. 333-257737-12 and

 4.14
Agreement, dated as of October 5, 2023, by and between Argentic Real Estate
Finance 2 LLC, as Initial Note A-1-1 Holder and Initial Note A-1-2 Holder, and
Barclays Capital Real Estate Inc., as Initial Note A-2-1 Holder and Initial
Note A-2-2 Holder (filed as Exhibit 4.13 to the registrant's Current Report on
Form 8-K filed on January 31, 2024 under Commission File No. 333-257737-12 and

 4.15
Agreement, dated as of December 11, 2023 is by and between Citi Real Estate
Funding Inc., as Initial Note A-1 Holder, Citi Real Estate Funding Inc., as
Initial Note A-2 Holder, Citi Real Estate Funding Inc., as Initial Note A-3
Holder, and Citi Real Estate Funding Inc., as Initial Note A-4 Holder (filed as
Exhibit 4.14 to the registrant's Current Report on Form 8-K filed on January

 4.16
Agreement, dated as of November 29, 2023, by and between AREF 2 WH BC LLC, as
Initial Note A-1 Holder, and AREF 2 WH BC LLC, as Initial Note A-2 Holder
(filed as Exhibit 4.15 to the registrant's Current Report on Form 8-K filed on
January 31, 2024 under Commission File No. 333-257737-12 and incorporated by
reference herein).

 4.17
Agreement, dated as of October 4, 2023, by and between Argentic Real Estate
Finance 2 LLC, as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder and
Initial Note A-1-3 Holder, and Barclays Capital Real Estate Inc., as Initial
Note A-2-1 Holder and Initial Note A-2-2 Holder (filed as Exhibit 4.16 to the
registrant's Current Report on Form 8-K filed on January 31, 2024 under

 4.18
Agreement, dated as of November 3, 2023, by and between Argentic Real Estate
Finance 2 LLC, as Initial Note A-1-1 Holder and Initial Note A-1-2 Holder, and
Goldman Sachs Bank USA, as Initial Note A-2 Holder (filed as Exhibit 4.17 to
the registrant's Current Report on Form 8-K filed on January 31, 2024 under

 4.19
Between Note Holders, dated as of November 20, 2023, by and between 3650 REIT
Warehouse Facility Entity 2A LLC, as Initial Note A-1 Holder, Initial Note A-2
Holder, Initial Note A-3 Holder and Initial Note A-4 Holder, and Bank of
Montreal, as Initial Note A-5 Holder and Initial Note A-6 Holder (filed as
Exhibit 4.18 to the registrant's Current Report on Form 8-K filed on January

 4.20
Between Note Holders, dated as of October 3, 2023, by and between Barclays
Capital Real Estate Inc. and Goldman Sachs Bank USA (filed as Exhibit 4.19 to
the registrant's Current Report on Form 8-K filed on January 31, 2024 under

 4.21
Agreement, dated as of November 21, 2023, by and between Argentic Real Estate
Finance 2 LLC, as Initial Note A-1 Holder, and Argentic Real Estate Finance 2
LLC, as Initial Note A-2 Holder (filed as Exhibit 4.20 to the registrant's
Current Report on Form 8-K filed on January 31, 2024 under Commission File No.

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

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

 33.1
 KeyBank National Association, as Master Servicer

 33.2

 33.3
as Trustee and Certificate Administrator

 33.4
as Custodian

 33.5
 BellOak, LLC, as Operating Advisor

 33.6
of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 33.1)

 33.7
of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 33.2)

 33.8
Computershare Trust Company, National Association, as Trustee of the Rhino
Portfolio 3 Mortgage Loan (Omitted. See Explanatory Notes.)

 33.9
as Custodian of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 33.4)

 33.10
 BellOak, LLC, as Operating Advisor of the Rhino
Portfolio 3 Mortgage Loan (see Exhibit 33.5)

 33.11
of the AutoNation Mortgage Loan (see Exhibit 33.1)

 33.12
of the AutoNation Mortgage Loan (see Exhibit 33.2)

 33.13
Computershare Trust Company, National Association, as Trustee of the AutoNation

 33.14
as Custodian of the AutoNation Mortgage Loan (see Exhibit 33.4)

 33.15
 BellOak, LLC, as Operating Advisor of the
AutoNation Mortgage Loan (see Exhibit 33.5)

 33.16
National Association, as Primary Servicer of the RTL Retail Portfolio Mortgage
Loan

 33.17

 33.18
Computershare Trust Company, National Association, as Trustee of the RTL Retail

 33.19
as Custodian of the RTL Retail Portfolio Mortgage Loan (see Exhibit 33.4)

 33.20

 33.21
National Association, as Primary Servicer of The Muse & Eden Pointe
Mortgage Loan (see Exhibit 33.16)

 33.22
of The Muse & Eden Pointe Mortgage Loan (see Exhibit 33.17)

 33.23
Computershare Trust Company, National Association, as Trustee of The Muse &
Eden Pointe Mortgage Loan (Omitted. See Explanatory Notes.)

 33.24
as Custodian of The Muse & Eden Pointe Mortgage Loan (see Exhibit 33.4)

 33.25
of The Muse & Eden Pointe Mortgage Loan (see Exhibit 33.20)

 33.26
 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer of the Outlet Shoppes at Atlanta Mortgage Loan
(see Exhibit 33.16)

 33.27
of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.17)

 33.28
Computershare Trust Company, National Association, as Trustee of the Outlet
Shoppes at Atlanta Mortgage Loan (Omitted. See Explanatory Notes.)

 33.29
as Custodian of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.4)

 33.30
of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 33.20)

 33.31
National Association, as Primary Servicer of the Sugar Land Town Square
Mortgage Loan (see Exhibit 33.16)

 33.32
 LNR Partners, LLC, as Special Servicer of the
Sugar Land Town Square Mortgage Loan

 33.33
Computershare Trust Company, National Association, as Trustee of the Sugar Land
Town Square Mortgage Loan (Omitted. See Explanatory Notes.)

 33.34
as Custodian of the Sugar Land Town Square Mortgage Loan (see Exhibit 33.4)

 33.35
Park Bridge Lender Services LLC, as Operating Advisor of the Sugar Land Town
Square Mortgage Loan (Omitted. See Explanatory Notes.)

 33.36
Servicer of the Arundel Mills and Marketplace Mortgage Loan

 33.37
of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit 33.2)

 33.38
Computershare Trust Company, National Association, as Trustee of the Arundel
Mills and Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)

 33.39
as Custodian of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit
33.4)

 33.40
 BellOak, LLC, as Operating Advisor of the Arundel
Mills and Marketplace Mortgage Loan (see Exhibit 33.5)

 33.41
Participant of the Arundel Mills and Marketplace Mortgage Loan

 33.42
Servicer of the BLE Portfolio Mortgage Loan (see Exhibit 33.36)

 33.43
of the BLE Portfolio Mortgage Loan (see Exhibit 33.2)

 33.44
Computershare Trust Company, National Association, as Trustee of the BLE

 33.45
as Custodian of the BLE Portfolio Mortgage Loan (see Exhibit 33.4)

 33.46
 BellOak, LLC, as Operating Advisor of the BLE
Portfolio Mortgage Loan (see Exhibit 33.5)

 33.47
Participant of the BLE Portfolio Mortgage Loan (see Exhibit 33.41)

 33.48
Servicer of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 33.36)

 33.49
of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 33.2)

 33.50
Computershare Trust Company, National Association, as Trustee of the Centre
Pointe Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.51
as Custodian of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 33.4)

 33.52
 BellOak, LLC, as Operating Advisor of the Centre
Pointe Portfolio Mortgage Loan (see Exhibit 33.5)

 33.53
Participant of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 33.41)

 33.54
Servicer of the La Primavera Mortgage Loan (see Exhibit 33.36)

 33.55
of the La Primavera Mortgage Loan (see Exhibit 33.2)

 33.56
Computershare Trust Company, National Association, as Trustee of the La
Primavera Mortgage Loan (Omitted. See Explanatory Notes.)

 33.57
as Custodian of the La Primavera Mortgage Loan (see Exhibit 33.4)

 33.58
 BellOak, LLC, as Operating Advisor of the La
Primavera Mortgage Loan (see Exhibit 33.5)

 33.59
Participant of the La Primavera Mortgage Loan (see Exhibit 33.41)

 33.60
Servicer of the Blackbird Portfolio Mortgage Loan (see Exhibit 33.36)

 33.61
of the Blackbird Portfolio Mortgage Loan (see Exhibit 33.2)

 33.62
Computershare Trust Company, National Association, as Trustee of the Blackbird

 33.63
as Custodian of the Blackbird Portfolio Mortgage Loan (see Exhibit 33.4)

 33.64
 BellOak, LLC, as Operating Advisor of the Blackbird
Portfolio Mortgage Loan (see Exhibit 33.5)

 33.65
Participant of the Blackbird Portfolio Mortgage Loan (see Exhibit 33.41)

 33.66
National Association, as Primary Servicer of the Axis Apartments Mortgage Loan
(see Exhibit 33.16)

 33.67
 LNR Partners, LLC, as Special Servicer of the Axis
Apartments Mortgage Loan (see Exhibit 33.32)

 33.68
Computershare Trust Company, National Association, as Trustee of the Axis
Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

 33.69
as Custodian of the Axis Apartments Mortgage Loan (see Exhibit 33.4)

 33.70
of the Axis Apartments Mortgage Loan (see Exhibit 33.20)

 33.71
National Association, as Primary Servicer of the Woodfield Mall Mortgage Loan
(see Exhibit 33.16)

 33.72
 KeyBank National Association, as Special Servicer
of the Woodfield Mall Mortgage Loan (see Exhibit 33.1)

 33.73
Computershare Trust Company, National Association, as Trustee of the Woodfield
Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 33.74
as Custodian of the Woodfield Mall Mortgage Loan (see Exhibit 33.4)

 33.75
of the Woodfield Mall Mortgage Loan (see Exhibit 33.20)

 33.76
of the Creekside Town Center Mortgage Loan (see Exhibit 33.1)

 33.77
3650 REIT Loan Servicing LLC, as Special Servicer of the Creekside Town Center

 33.78
Wilmington Savings Fund Society, FSB, as Trustee of the Creekside Town Center

 33.79
Citibank, N.A., as Custodian of the Creekside Town Center Mortgage Loan
(Omitted. See Explanatory Notes.)

 33.80
Park Bridge Lender Services LLC, as Operating Advisor of the Creekside Town
Center Mortgage Loan (Omitted. See Explanatory Notes.)

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

 34.1
 KeyBank National Association, as Master Servicer

 34.2

 34.3
as Trustee and Certificate Administrator

 34.4
as Custodian

 34.5
 BellOak, LLC, as Operating Advisor

 34.6
of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 34.1)

 34.7
of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 34.2)

 34.8
Computershare Trust Company, National Association, as Trustee of the Rhino
Portfolio 3 Mortgage Loan (Omitted. See Explanatory Notes.)

 34.9
as Custodian of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 34.4)

 34.10
 BellOak, LLC, as Operating Advisor of the Rhino
Portfolio 3 Mortgage Loan (see Exhibit 34.5)

 34.11
of the AutoNation Mortgage Loan (see Exhibit 34.1)

 34.12
of the AutoNation Mortgage Loan (see Exhibit 34.2)

 34.13
Computershare Trust Company, National Association, as Trustee of the AutoNation

 34.14
as Custodian of the AutoNation Mortgage Loan (see Exhibit 34.4)

 34.15
 BellOak, LLC, as Operating Advisor of the
AutoNation Mortgage Loan (see Exhibit 34.5)

 34.16
National Association, as Primary Servicer of the RTL Retail Portfolio Mortgage
Loan

 34.17

 34.18
Computershare Trust Company, National Association, as Trustee of the RTL Retail

 34.19
as Custodian of the RTL Retail Portfolio Mortgage Loan (see Exhibit 34.4)

 34.20

 34.21
National Association, as Primary Servicer of The Muse & Eden Pointe
Mortgage Loan (see Exhibit 34.16)

 34.22
of The Muse & Eden Pointe Mortgage Loan (see Exhibit 34.17)

 34.23
Computershare Trust Company, National Association, as Trustee of The Muse &
Eden Pointe Mortgage Loan (Omitted. See Explanatory Notes.)

 34.24
as Custodian of The Muse & Eden Pointe Mortgage Loan (see Exhibit 34.4)

 34.25
of The Muse & Eden Pointe Mortgage Loan (see Exhibit 34.20)

 34.26
National Association, as Primary Servicer of the Outlet Shoppes at Atlanta
Mortgage Loan (see Exhibit 34.16)

 34.27
of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.17)

 34.28
Computershare Trust Company, National Association, as Trustee of the Outlet
Shoppes at Atlanta Mortgage Loan (Omitted. See Explanatory Notes.)

 34.29
as Custodian of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.4)

 34.30
of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 34.20)

 34.31
National Association, as Primary Servicer of the Sugar Land Town Square
Mortgage Loan (see Exhibit 34.16)

 34.32
 LNR Partners, LLC, as Special Servicer of the
Sugar Land Town Square Mortgage Loan

 34.33
Computershare Trust Company, National Association, as Trustee of the Sugar Land
Town Square Mortgage Loan (Omitted. See Explanatory Notes.)

 34.34
as Custodian of the Sugar Land Town Square Mortgage Loan (see Exhibit 34.4)

 34.35
Park Bridge Lender Services LLC, as Operating Advisor of the Sugar Land Town
Square Mortgage Loan (Omitted. See Explanatory Notes.)

 34.36
Servicer of the Arundel Mills and Marketplace Mortgage Loan

 34.37
of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit 34.2)

 34.38
Computershare Trust Company, National Association, as Trustee of the Arundel
Mills and Marketplace Mortgage Loan (Omitted. See Explanatory Notes.)

 34.39
as Custodian of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit
34.4)

 34.40
 BellOak, LLC, as Operating Advisor of the Arundel
Mills and Marketplace Mortgage Loan (see Exhibit 34.5)

 34.41
Participant of the Arundel Mills and Marketplace Mortgage Loan

 34.42
Servicer of the BLE Portfolio Mortgage Loan (see Exhibit 34.36)

 34.43
of the BLE Portfolio Mortgage Loan (see Exhibit 34.2)

 34.44
Computershare Trust Company, National Association, as Trustee of the BLE

 34.45
as Custodian of the BLE Portfolio Mortgage Loan (see Exhibit 34.4)

 34.46
 BellOak, LLC, as Operating Advisor of the BLE
Portfolio Mortgage Loan (see Exhibit 34.5)

 34.47
Participant of the BLE Portfolio Mortgage Loan (see Exhibit 34.41)

 34.48
Servicer of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 34.36)

 34.49
of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 34.2)

 34.50
Computershare Trust Company, National Association, as Trustee of the Centre
Pointe Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.51
as Custodian of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 34.4)

 34.52
 BellOak, LLC, as Operating Advisor of the Centre
Pointe Portfolio Mortgage Loan (see Exhibit 34.5)

 34.53
Participant of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 34.41)

 34.54
Servicer of the La Primavera Mortgage Loan (see Exhibit 34.36)

 34.55
of the La Primavera Mortgage Loan (see Exhibit 34.2)

 34.56
Computershare Trust Company, National Association, as Trustee of the La
Primavera Mortgage Loan (Omitted. See Explanatory Notes.)

 34.57
as Custodian of the La Primavera Mortgage Loan (see Exhibit 34.4)

 34.58
 BellOak, LLC, as Operating Advisor of the La
Primavera Mortgage Loan (see Exhibit 34.5)

 34.59
Participant of the La Primavera Mortgage Loan (see Exhibit 34.41)

 34.60
Servicer of the Blackbird Portfolio Mortgage Loan (see Exhibit 34.36)

 34.61
of the Blackbird Portfolio Mortgage Loan (see Exhibit 34.2)

 34.62
Computershare Trust Company, National Association, as Trustee of the Blackbird

 34.63
as Custodian of the Blackbird Portfolio Mortgage Loan (see Exhibit 34.4)

 34.64
 BellOak, LLC, as Operating Advisor of the Blackbird
Portfolio Mortgage Loan (see Exhibit 34.5)

 34.65
Participant of the Blackbird Portfolio Mortgage Loan (see Exhibit 34.41)

 34.66
National Association, as Primary Servicer of the Axis Apartments Mortgage Loan
(see Exhibit 34.16)

 34.67
 LNR Partners, LLC, as Special Servicer of the Axis
Apartments Mortgage Loan (see Exhibit 34.32)

 34.68
Computershare Trust Company, National Association, as Trustee of the Axis
Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

 34.69
as Custodian of the Axis Apartments Mortgage Loan (see Exhibit 34.4)

 34.70
of the Axis Apartments Mortgage Loan (see Exhibit 34.20)

 34.71
National Association, as Primary Servicer of the Woodfield Mall Mortgage Loan
(see Exhibit 34.16)

 34.72
 KeyBank National Association, as Special Servicer
of the Woodfield Mall Mortgage Loan (see Exhibit 34.1)

 34.73
Computershare Trust Company, National Association, as Trustee of the Woodfield
Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 34.74
as Custodian of the Woodfield Mall Mortgage Loan (see Exhibit 34.4)

 34.75
of the Woodfield Mall Mortgage Loan (see Exhibit 34.20)

 34.76
of the Creekside Town Center Mortgage Loan (see Exhibit 34.1)

 34.77
3650 REIT Loan Servicing LLC, as Special Servicer of the Creekside Town Center

 34.78
Wilmington Savings Fund Society, FSB, as Trustee of the Creekside Town Center

 34.79
Citibank, N.A., as Custodian of the Creekside Town Center Mortgage Loan
(Omitted. See Explanatory Notes.)

 34.80
Park Bridge Lender Services LLC, as Operating Advisor of the Creekside Town
Center Mortgage Loan (Omitted. See Explanatory Notes.)

Servicer compliance statements.

 35.1
 KeyBank National Association, as Master Servicer

 35.2

 35.3
as Certificate Administrator

 35.4
of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 35.1)

 35.5
of the Rhino Portfolio 3 Mortgage Loan (see Exhibit 35.2)

 35.6
of the AutoNation Mortgage Loan (see Exhibit 35.1)

 35.7
of the AutoNation Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the RTL Retail Portfolio Mortgage
Loan

 35.9

 35.10
National Association, as Primary Servicer of The Muse & Eden Pointe
Mortgage Loan (see Exhibit 35.8)

 35.11
of The Muse & Eden Pointe Mortgage Loan (see Exhibit 35.9)

 35.12
National Association, as Primary Servicer of the Outlet Shoppes at Atlanta
Mortgage Loan (see Exhibit 35.8)

 35.13
of the Outlet Shoppes at Atlanta Mortgage Loan (see Exhibit 35.9)

 35.14
National Association, as Primary Servicer of the Sugar Land Town Square
Mortgage Loan (see Exhibit 35.8)

 35.15
 LNR Partners, LLC, as Special Servicer of the
Sugar Land Town Square Mortgage Loan

 35.16
Servicer of the Arundel Mills and Marketplace Mortgage Loan

 35.17
of the Arundel Mills and Marketplace Mortgage Loan (see Exhibit 35.2)

 35.18
Servicer of the BLE Portfolio Mortgage Loan (see Exhibit 35.16)

 35.19
of the BLE Portfolio Mortgage Loan (see Exhibit 35.2)

 35.20
Servicer of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 35.16)

 35.21
of the Centre Pointe Portfolio Mortgage Loan (see Exhibit 35.2)

 35.22
Servicer of the La Primavera Mortgage Loan (see Exhibit 35.16)

 35.23
of the La Primavera Mortgage Loan (see Exhibit 35.2)

 35.24
Servicer of the Blackbird Portfolio Mortgage Loan (see Exhibit 35.16)

 35.25
of the Blackbird Portfolio Mortgage Loan (see Exhibit 35.2)

 35.26
National Association, as Primary Servicer of the Axis Apartments Mortgage Loan
(see Exhibit 35.8)

 35.27
 LNR Partners, LLC, as Special Servicer of the Axis
Apartments Mortgage Loan (see Exhibit 35.15)

 35.28
National Association, as Primary Servicer of the Woodfield Mall Mortgage Loan
(see Exhibit 35.8)

 35.29
 KeyBank National Association, as Special Servicer
of the Woodfield Mall Mortgage Loan (see Exhibit 35.1)

 35.30
of the Creekside Town Center Mortgage Loan (see Exhibit 35.1)

 35.31
3650 REIT Loan Servicing LLC, as Special Servicer of the Creekside Town Center

 99.1
Loan Purchase Agreement, dated as of February 15, 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 January 31, 2024 under Commission File No.

 99.2
Loan Purchase Agreement, dated as of February 15, 2024, among Societe Generale
Financial Corporation, Soci t G n rale and Barclays Commercial Mortgage
Securities LLC (filed as Exhibit 99.2 to the registrant's Current Report on
Form 8-K filed on January 31, 2024 under Commission File No. 333-257737-12 and

 99.3
Loan Purchase Agreement, dated as of February 15, 2024, between Argentic Real
Estate Finance 2 LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.3 to the registrant's Current Report on Form 8-K filed on January

 99.4
Loan Purchase Agreement, dated as of February 15, 2024, between Bank of
Montreal and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.4
to the registrant's Current Report on Form 8-K filed on January 31, 2024 under

 99.5
Loan Purchase Agreement, dated as of February 15, 2024, between German American
Capital Corporation and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.5 to the registrant's Current Report on Form 8-K filed on January

 99.6
Loan Purchase Agreement, dated as of February 15, 2024, between KeyBank
National Association and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.6 to the registrant's Current Report on Form 8-K filed on January

 99.7
Loan Purchase Agreement, dated as of February 15, 2024, between Starwood
Mortgage Capital LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.7 to the registrant's Current Report on Form 8-K filed on January

 99.8
Loan Purchase Agreement, dated as of February 15, 2024, between UBS AG, by and
through its New York branch office at 1285 Avenue of the Americas, New York,
New York, and Barclays Commercial Mortgage Securities LLC (filed as Exhibit
99.8 to the registrant's Current Report on Form 8-K filed on January 31, 2024
under Commission File No. 333-257737-12 and incorporated by reference herein).

 99.9
Loan Purchase Agreement, dated as of February 15, 2024, among BSPRT CMBS
Finance, LLC, Franklin BSP Realty Trust, Inc. and Barclays Commercial Mortgage
Securities LLC (filed as Exhibit 99.9 to the registrant's Current Report on
Form 8-K filed on January 31, 2024 under Commission File No. 333-257737-12 and

 99.10
Loan Purchase Agreement, dated as of February 15, 2024, between LMF Commercial,
LLC and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.10 to
the registrant's Current Report on Form 8-K filed on January 31, 2024 under

 (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