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: 333-276033-06

 Central Index Key Number of the issuing entity: 0002044180

 BBCMS Mortgage Trust 2024-5C31

 (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: 0001548405

 Starwood Mortgage Capital LLC

 Central Index Key Number of the sponsor: 0001541294

 German American Capital Corporation

 Central Index Key Number of the sponsor: 0001968416

 Argentic Real Estate Finance 2 LLC

 Central Index Key Number of the sponsor: 0001701238

 Citi Real Estate Funding Inc.

 Central Index Key Number of the sponsor: 0000927971

 Bank of Montreal

 Central Index Key Number of the sponsor: 0001089877

 KeyBank National Association

 Central Index Key Number of the sponsor: 0000109380

 Zions Bancorporation, N.A.

 Central Index Key Number of the sponsor: 0001755531

 Societe Generale Financial
Corporation

 Central Index Key Number of the sponsor: 0001931347

 Greystone Commercial Mortgage
Capital 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)

 38-7343890

 38-7343891

 (I.R.S. Employer

 Identification Number)

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 Queens Center Mortgage Loan, the Tops
& Kroger Mortgage Loan and the Riverwalk West Mortgage Loan, which
constituted approximately 9.7%, 7.4% and 2.3%, 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 Queens Center Mortgage Loan, twenty-seven other pari passu loans,
which are not assets of the issuing entity, (b) with respect to the Tops &
Kroger Mortgage Loan, two other pari passu loans, which are not assets
of the issuing entity and (c) with respect to the Riverwalk West Mortgage Loan,
eight other pari passu loans, which are not assets of the issuing entity.
These loan combinations, including the Queens Center Mortgage Loan, the Tops
& Kroger Mortgage Loan and the Riverwalk West 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 Linx Mortgage Loan, which constituted
approximately 2.9% of the asset pool of the issuing entity as of its cut-off date.
The Linx Mortgage Loan is an asset of the issuing entity and is part of a loan
combination that includes the Linx 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 BMO 2024-5C6 Mortgage Trust
transaction, Commission File Number 333-255934-15 (the " BMO 2024-5C6
Transaction "). This loan combination, including the Linx Mortgage Loan, is
being serviced and administered pursuant to the pooling and servicing agreement
for the BMO 2024-5C6 Transaction, which is incorporated by reference as Exhibit
4.2 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the 125 Summer Mortgage Loan, which constituted
approximately 3.4% of the asset pool of the issuing entity as of its cut-off
date. The 125 Summer Mortgage Loan is an asset of the issuing entity and
is part of a loan combination that includes the 125 Summer Mortgage Loan and
four other pari passu loans, which are not assets of the issuing entity.
A pari passu portion of the loan combination was securitized in the BMO
2024-5C7 Mortgage Trust transaction, Commission File Number 333-280224-01 (the
" BMO 2024-5C7 Transaction "). This loan combination, including the 125
Summer Mortgage Loan, is being serviced and administered pursuant to the
pooling and servicing agreement for the BMO 2024-5C7 Transaction, which is
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the ICONIQ Multifamily Portfolio Mortgage Loan,
which constituted approximately 2.3% of the asset pool of the issuing entity as
of its cut-off date. The ICONIQ Multifamily Portfolio Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes the
ICONIQ Multifamily Portfolio Mortgage Loan and seven other pari passu
loans and two subordinate companion loans, which are not assets of the issuing
entity. A pari passu portion of the loan combination was securitized in
the ICNQ 2024-MF Mortgage Trust transaction (the " ICNQ 2024-MF Transaction ").
This loan combination, including the ICONIQ Multifamily Portfolio Mortgage
Loan, is being serviced and administered pursuant to the trust and servicing
agreement for the ICNQ 2024-MF Transaction, which is incorporated by reference
as Exhibit 4.4 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Colony Square Mortgage Loan, which
constituted approximately 3.4% of the asset pool of the issuing entity as of
its cut-off date. The Colony Square Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Colony
Square Mortgage Loan and twenty-one other pari passu loans, which are
not assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the BMO 2024-5C8 Mortgage Trust transaction,
Commission File Number 333-280224-03 (the " BMO 2024-5C8 Transaction ").
This loan combination, including the Colony Square Mortgage Loan, is being
serviced and administered pursuant to the pooling and servicing agreement for
the BMO 2024-5C8 Transaction, which is incorporated by reference as Exhibit 4.5
to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Hamburg Pavilion Mortgage Loan and the Verde
Apartments Mortgage Loan, which constituted approximately 4.6% and 3.4%,
respectively, of the asset pool of the issuing entity as of its cut-off
date. The Hamburg Pavilion Mortgage Loan and Verde Apartments Mortgage
Loan are each an asset of the issuing entity and are each part of a loan
combination that includes the Hamburg Pavilion Mortgage Loan and or Verde
Apartments Mortgage Loan and one other pari passu loan, which is not an
asset of the issuing entity. These loan combinations, including the Hamburg
Pavilion Mortgage Loan and the Verde Apartments Mortgage Loan, were serviced
under the Pooling and Servicing Agreement for the issuing entity prior to the closing
of the securitization of a pari passu portion of the Hamburg Pavilion
loan combination and the Verde Apartments loan combination in the Benchmark
2024-V12 Mortgage Trust transaction, Commission File Number 333-261764-05 (the
" Benchmark 2024-V12 Transaction "). After the closing of the
Benchmark 2024-V12 Transaction on December 31, 2024, these loan combinations,
including the Hamburg Pavilion Mortgage Loan and the Verde Apartments Mortgage
Loan were, and will continue to be, serviced and administered pursuant to the
pooling and servicing agreement with respect to the Benchmark 2024-V12
Transaction, which is incorporated by reference as Exhibit 4.6 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 Hamburg Pavilion Mortgage Loan, the Verde Apartments Mortgage Loan, the 125
Summer Mortgage Loan and the Linx 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.

 LNR Partners, LLC is the special servicer
of the mortgage loans serviced under the Pooling and Servicing Agreement and
the Linx 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 is the custodian of the mortgage loans serviced under the
Pooling and Servicing Agreement, the Hamburg Pavilion Mortgage Loan, the Colony
Square Mortgage Loan, the Verde Apartments Mortgage Loan, the 125 Summer
Mortgage Loan and the Linx 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.

 Pentalpha Surveillance LLC is the
operating advisor of the mortgage loans serviced under the Pooling and
Servicing Agreement, the Colony Square Mortgage Loan and the Linx 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 capacities described above are listed in the Exhibit Index.

 KeyBank National Association is
the primary servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement and the special servicer of the ICONIQ Multifamily
Portfolio 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 capacities described above are listed in the
Exhibit Index.

 Greystone Servicing Company LLC is
the special servicer of the 125 Summer Mortgage Loan and the Colony Square
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 Greystone Servicing Company
LLC and an accountants' attestation report pursuant to Item 1122 of Regulation
AB because Greystone Servicing Company LLC is servicing more than 5% of the
pool assets.

 Wells Fargo Bank, National
Association is the primary servicer of the Hamburg Pavilion Mortgage Loan, the
Verde Apartments Mortgage Loan, the Colony Square Mortgage Loan and the ICONIQ
Multifamily 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.

 Park Bridge Lender Services LLC is
the operating advisor of the Hamburg Pavilion Mortgage Loan, the Verde
Apartments Mortgage Loan and the ICONIQ Multifamily Portfolio 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.

 K-Star Asset Management LLC is the
special servicer of the Verde Apartments Mortgage Loan and the Hamburg Pavilion
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 K-Star Asset Management LLC
and an accountants' attestation report pursuant to Item 1122 of Regulation AB
because K-Star Asset Management 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 K-Star Asset Management LLC because K-Star Asset Management
LLC is an unaffiliated servicer servicing less than 10% of pool assets.

 Computershare Trust Company,
National Association acts as trustee of the Queens Center Mortgage Loan, the
Tops & Kroger Mortgage Loan, the Riverwalk West Mortgage Loan, the Linx
Mortgage Loan, the 125 Summer Mortgage Loan, the ICONIQ Multifamily Portfolio
Mortgage Loan, the Colony Square Mortgage Loan, the Hamburg Pavilion Mortgage
Loan and the Verde Apartments Mortgage Loan. Pursuant to the Pooling and
Servicing Agreement, the pooling and servicing agreement for the BMO 2024-5C6
Transaction, the pooling and servicing agreement for the BMO 2024-5C7
Transaction, the trust and servicing agreement for the ICNQ 2024-MF
Transaction, the pooling and servicing agreement for the BMO 2024-5C8
Transaction and the pooling and servicing agreement for the Benchmark 2024-V12
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 Queens Center Mortgage Loan, the Tops & Kroger Mortgage Loan, the
Riverwalk West Mortgage Loan, the Linx Mortgage Loan, the 125 Summer Mortgage
Loan, the ICONIQ Multifamily Portfolio Mortgage Loan, the Colony Square
Mortgage Loan, the Hamburg Pavilion Mortgage Loan and the Verde Apartments
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 ICONIQ Multifamily Portfolio Mortgage Loan, the Colony
Square Mortgage Loan, the Hamburg Pavilion Mortgage Loan and the Verde
Apartments 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 Linx Mortgage Loan, the 125 Summer Mortgage Loan, the
Colony Square Mortgage Loan, the Hamburg Pavilion Mortgage Loan, the Verde
Apartments Mortgage Loan and the ICONIQ Multifamily Portfolio 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 125 Summer Mortgage Loan, the Hamburg
Pavilion Mortgage Loan, the Verde Apartments Mortgage Loan and the ICONIQ
Multifamily Portfolio Mortgage Loan, (i) the reports on assessment of
compliance with servicing criteria and attestation reports on assessment of
compliance with servicing criteria of BellOak, LLC as operating advisor of the
125 Summer Mortgage Loan and Deutsche Bank National Trust Company as custodian
of the ICONIQ Multifamily Portfolio 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 K-Star Asset Management LLC as
special servicer of the Hamburg Pavilion Mortgage Loan and the Verde Apartments
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 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, and the
following, with respect to Deutsche Bank National Trust Company, as certificate
administrator and custodian.

 In 2014 and 2015, several investors sued several trustees of
residential mortgage-backed securities ("RMBS") trusts, including Deutsche Bank
National Trust Company ("DBNTC"), concerning the trustees' administration of
RMBS trusts. These cases generally alleged that the RMBS trustees failed
to perform purported duties, as trustees for private-label RMBS trusts, to
enforce breaches of representations and warranties as to mortgage loans held by
the trusts and to enforce breaches by servicers of their mortgage loan
servicing obligations for the trusts. Investors have sued DBNTC in nine
of these cases. DBNTC has settled two cases brought by funds managed by
Blackrock Advisors, LLC, PIMCO-Advisors, L.P. and others; settled two cases
brought by Royal Park Investments SA/NV; obtained summary judgment in one case,
brought by certain special purpose entities including Phoenix Light SF Limited;
and obtained a dismissal in one case, brought by the Western and Southern Life
Insurance Company and five related entities. In addition, the three cases
described below remain active.

 On November 7, 2014, the National Credit Union Administration
Board ("NCUA"), as an investor in 121 RMBS trusts, filed a complaint in the
U.S. District Court for the Southern District of New York against DBNTC as
trustee of those trusts, alleging violations of the U.S. Trust Indenture Act of
1939 ("TIA") and the New York Streit Act ("Streit Act") for DBNTC's alleged
failure to perform certain purported statutory and contractual duties. On March
5, 2015, NCUA amended its complaint to assert claims as an investor in 97 of
the 121 RMBS trusts that were the subject of its first complaint. The amended
complaint alleged violations of the TIA and Streit Act, as well as breach of
contract, breach of fiduciary duty, breach of the covenant of good faith,
negligence, gross negligence and negligent misrepresentation. NCUA's complaint
alleged that the trusts at issue suffered total realized collateral losses of
U.S. $17.2 billion, but the complaint did not include a demand for money
damages in a sum certain. On May 1, 2015, DBNTC filed a motion to dismiss the
amended complaint. On July 31, 2018, the court issued an order that,
among other things, denied DBNTC's motion to dismiss without prejudice to its
renewal. On August 31, 2018, NCUA filed a letter informing the court that
it intended to: (i) drop all of its claims as to 60 of the 97 trusts at
issue; (ii) drop its claims as to certain, but not all, certificates for 3
additional trusts; and (iii) move for leave to file an amended complaint
bringing claims as to the remaining 37 trusts at issue. On October 5,
2018, NCUA filed a motion for leave to file a second amended complaint that
asserted claims as to only 37 of the 97 trusts that were originally at issue,
and added new claims for a declaratory judgment and breach of contract arising
out of the payment from trust funds of DBNTC's legal fees and expenses in
NCUA's action and in other actions brought by investors against DBNTC for
alleged breaches of its duties as an RMBS trustee. On November 5, 2018,
DBNTC filed a motion to stay NCUA's new claims relating to payment from trust
funds of DBNTC's legal fees and expenses and all related discovery. On
October 15, 2019, the court: (i) granted in part NCUA's motion for leave
to file a second amended complaint; and (ii) granted DBNTC's motion to stay
NCUA's new claims relating to payment from trust funds of DBNTC's legal fees
and expenses and all related discovery. The court permitted NCUA to file
a second amended complaint asserting claims for: (i) breach of contract
arising out of DBNTC's alleged failure to perform certain purported statutory
and contractual duties; and (ii) declaratory judgment and breach of contract
arising out of the payment from trust funds of DBNTC's legal fees and
expenses. The court denied NCUA's request to assert additional claims
for: (i) negligence and gross negligence; and (ii) breach of fiduciary
duty. On October 21, 2019, NCUA filed a second amended complaint.
On November 15, 2019, DBNTC filed an answer to the second amended
complaint. On June 11, 2021, NCUA filed a third amended complaint, the
substance of which was unchanged from the second amended complaint. On
July 1, 2021, DBNTC filed an answer to the third amended complaint. On
October 5, 2021, NCUA filed a fourth amended complaint, the substance of which
was unchanged from the third amended complaint. On October 25, 2021,
DBNTC filed an answer to the fourth amended complaint. On February 4,
2022, the parties filed a stipulation in which NCUA agreed to voluntarily
dismiss with prejudice all claims as to 19 trusts. On February 28, 2022,
both parties filed motions for partial summary judgment, which have been fully
briefed. Discovery is ongoing.

 On December 23, 2015, Commerzbank AG ("Commerzbank"), as an
investor in 50 RMBS trusts, filed a complaint in the U.S. District Court for
the Southern District of New York against DBNTC as trustee of the trusts,
asserting claims for violations of the TIA and New York's Streit Act, breach of
contract, breach of fiduciary duty, negligence, and breach of the covenant of
good faith, based on DBNTC's alleged failure to perform its duties as trustee
for the trusts. Commerzbank alleges that DBNTC caused it to suffer "hundreds of
millions of dollars in losses," but the complaint does not include a demand for
money damages in a sum certain. On April 29, 2016, Commerzbank filed an
amended complaint. The amended complaint asserts the same claims as did
the original complaint, and, like the original complaint, alleges that DBNTC
caused Commerzbank to suffer "hundreds of millions of dollars in losses," but
does not include a demand for money damages in a sum certain. On May 27,
2016, DBNTC filed a motion to dismiss the amended complaint. On February
10, 2017, the court granted in part and denied in part DBNTC's motion to
dismiss. The court granted the motion to dismiss with respect to
Commerzbank's claim for breach of the covenant of good faith and claim under
the Streit Act, dismissing those claims with prejudice. The court also
granted the motion to dismiss with respect to Commerzbank's claim under the TIA
as to the 46 trusts at issue governed by pooling and servicing agreements,
dismissing that claim with prejudice as to those 46 trusts. The court
also granted the motion to dismiss, without prejudice, with respect to
Commerzbank's breach of contract claim as to ten trusts whose governing
agreements limit the right to file suit under the governing agreements to
certain specified parties, including the registered holder of a certificate
issued by the trust. The court held that, although Commerzbank has not
received authorization from the registered holder of the certificates at issue
to file suit, it may still obtain that authorization from the registered
holder. The court denied the remainder of the motion to dismiss.
Therefore, with the exception of the claims relating to the ten trusts for
which Commerzbank has not received authorization to file suit, Commerzbank's
claims for breach of contract, breach of fiduciary duty, and negligence will
proceed. Commerzbank's claim under the TIA as to the four trusts governed
by agreements other than pooling and servicing agreements will also
proceed. On May 1, 2017, DBNTC filed an answer to the amended
complaint. On November 30, 2017, Commerzbank filed a second amended
complaint that names Deutsche Bank Trust Company Americas ("DBTCA") as a
defendant in addition to DBNTC. DBTCA serves as trustee for 1 of the 50 trusts
at issue. DBNTC serves as trustee for the other 49 trusts at issue.
Commerzbank's second amended complaint brings claims for violation of the TIA;
breach of contract; breach of fiduciary duty; negligence; violation of the
Streit Act; and breach of the covenant of good faith. However, in the
second amended complaint, Commerzbank acknowledges that the court previously
dismissed its TIA claims for the trusts governed by pooling and servicing
agreements, as well as its Streit Act claims and claims for breach of the
covenant of good faith, and Commerzbank only includes these claims to preserve
any rights on appeal. The second amended complaint alleges that DBNTC and
DBTCA caused Commerzbank to suffer "hundreds of millions of dollars in losses,"
but the complaint does not include a demand for money damages in a sum
certain. On January 29, 2018, DBNTC and DBTCA filed an answer to the
second amended complaint. On December 7, 2018, DBNTC and DBTCA filed a
motion for summary judgment. Also on December 7, 2018, Commerzbank,
jointly with the Phoenix Light plaintiffs, filed a motion for partial summary
judgment. On February 8, 2022, the court issued an order in which it
granted in part DBNTC and DBTCA's motion for summary judgment and denied plaintiffs'
motion for partial summary judgment. As a result of that order, many of
plaintiffs' claims and theories were dismissed with prejudice. On
September 26, 2024, DBNTC and DBTCA filed a motion for summary judgment, which
has been fully briefed.

 On December 30, 2015, IKB International, S.A. in Liquidation
and IKB Deutsche Industriebank A.G. (collectively, "IKB"), as an investor in 37
RMBS trusts, filed a summons with notice in the Supreme Court of the State of
New York, New York County, against DBNTC and DBTCA as trustees of the
trusts. On May 27, 2016, IKB served its complaint asserting claims for
breach of contract, breach of fiduciary duty, breach of duty to avoid conflicts
of interest, violation of the Streit Act, violation of the TIA, violation of
Regulation AB, and violation of Section 9 of the Uniform Commercial Code.
IKB alleges that DBNTC and DBTCA are liable for over U.S. $268 million in
damages. On October 5, 2016, DBNTC and DBTCA, together with several other
trustees defending lawsuits by IKB, filed a joint motion to dismiss. On
January 6, 2017, IKB filed a notice of discontinuance, voluntarily dismissing
with prejudice all claims as to three trusts. On June 20, 2017, the
parties filed a stipulation, voluntarily dismissing with prejudice all claims
as to four additional trusts. On January 27, 2021, the court granted in
part and denied in part DBNTC and DBTCA's motion to dismiss. The court
granted the motion to dismiss with respect to IKB's claims for violations of
the Streit Act, Regulation AB, and Section 9 of the Uniform Commercial Code, as
well as certain aspects of IKB's claims for breach of contract, breach of
fiduciary duty, and violation of the TIA. The court denied the remainder
of the motion to dismiss. IKB's remaining claims for breach of contract,
breach of fiduciary duty, breach of duty to avoid conflicts of interest, and
violation of the TIA will proceed. On May 10, 2021, DBNTC and DBTCA filed
a notice of appeal with the New York Supreme Court Appellate Division, First
Department, regarding certain aspects of the court's order on the motion to
dismiss. On May 20, 2021, IKB filed a notice of cross appeal with respect
to other aspects of that order. On August 30, 2022, the New York Supreme
Court, Appellate Division, First Department affirmed in part and reversed in
part the court's order on the motion to dismiss. After DBNTC and DBTCA
appealed the First Department's decision, on June 15, 2023, the New York Court
of Appeals reversed the First Department's decision in part, dismissing certain
additional contract claims, as well as IKB's claims for breach of fiduciary
duty and breach of duty to avoid conflicts of interest. On June 2, 2021,
IKB filed a motion for re-argument regarding certain aspects of the court's
order on the motion to dismiss, which the court denied on August 3, 2021.
On May 13, 2021, DBNTC and DBTCA filed an answer to the complaint. On
October 28, 2021, the parties filed a stipulation, voluntarily dismissing with
prejudice all claims as to seven additional trusts. On December 29, 2021,
the parties filed a stipulation, voluntarily dismissing with prejudice all
claims as to one additional trust. On April 22, 2022, the parties filed a
stipulation, voluntarily dismissing with prejudice all claims as to 17
certificates at issue, including all claims as to 5 trusts. On February
28, 2023, the parties filed a stipulation, voluntarily dismissing with
prejudice all claims as to two trusts, leaving 15 trusts at issue. On
November 21, 2023, the parties filed a stipulation, voluntarily dismissing with
prejudice all claims as to three trusts, leaving 12 trusts at issue. On
November 14, 2024, DBNTC and DBTCA filed a motion for summary judgment.
Also on November 14, 2024, IKB filed a motion for partial summary judgment.
Those motions are being briefed.

 It is DBNTC's belief that it has no pending legal proceedings
(including, based on DBNTC's current evaluation, the litigation disclosed in
the foregoing paragraphs) that would materially affect its ability to perform
its duties under the related servicing agreement for this transaction.

 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 December 6, 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 Linx Mortgage Loan, which is
being serviced and administered pursuant to the pooling and servicing agreement
for the BMO 2024-5C6 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 2024-5C6 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 BMO 2024-5C6 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the 125 Summer Mortgage Loan, which
is being serviced and administered pursuant to the pooling and servicing
agreement for the BMO 2024-5C7 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 2024-5C7 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 BMO 2024-5C7 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the ICONIQ Multifamily Portfolio
Mortgage Loan, which is being serviced and administered pursuant to the trust
and servicing agreement for the ICNQ 2024-MF 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 ICNQ 2024-MF 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 ICNQ
2024-MF Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Colony Square Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BMO 2024-5C8 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 2024-5C8 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 BMO 2024-5C8 Transaction
responsible for each applicable servicing criteria set forth in Item 1122(d).

assessments of compliance with respect to the Hamburg Pavilion Mortgage Loan
and the Verde Apartments Mortgage Loan, which are being serviced and
administered pursuant to the pooling and servicing agreement for the Benchmark
2024-V12 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 2024-V12 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 Benchmark 2024-V12 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 December 1, 2024, 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 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 December 19, 2024
under Commission File No. 333-276033-06 and incorporated by reference herein).

 4.2
and Servicing Agreement, dated as of September 1, 2024, among BMO 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, 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 4.4 to the registrant's Current

 4.3
and Servicing Agreement, dated as of October 1, 2024, among BMO Commercial
Mortgage Securities LLC, as Depositor, Midland Loan Services, a Division of PNC
Bank, National Association, as Master Servicer, Greystone Servicing Company
LLC, as Special Servicer, BellOak, 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 4.3 to the registrant's Current

 4.4
 Trust
and Servicing Agreement, dated as of November 13, 2024, between Deutsche
Mortgage & Asset Receiving Corporation, as Depositor, Wells Fargo Bank,
National Association, as Master Servicer, KeyBank National Association, as
Special Servicer, Deutsche Bank National Trust Company, Certificate
Administrator, Paying Agent and Custodian, Computershare Trust Company,
National Association, as Trustee, and Park Bridge Lender Services LLC, as
Operating Advisor (filed as Exhibit 4.5 to the registrant's Current Report on
Form 8-K filed on December 6, 2024 under Commission File No. 333-276033-06 and
incorporated by reference herein).

 4.5
and Servicing Agreement, dated as of December 1, 2024, between BMO Commercial
Mortgage Securities LLC, as Depositor, Wells Fargo Bank, National Association,
as Master Servicer, Greystone Servicing Company LLC, 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/A
filed on December 19, 2024 under Commission File No. 333-276033-06 and
incorporated by reference herein).

 4.6
and Servicing Agreement, dated as of December 1, 2024, among GS Mortgage Securities
Corporation II, as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, K-Star Asset Management 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 January 2, 2025 under Commission File No.

 4.7
 Primary
Servicing Agreement, dated as of December 1, 2024, by and between Midland Loan
Services, a Division of PNC Bank, National Association and Wells Fargo Bank,
National Association (filed as Exhibit 4.2 to the registrant's Current Report
on Form 8-K filed on January 2, 2025 under Commission File No. 333-276033-06
and incorporated by reference herein).

 4.8
Agreement, dated as of October 28, 2024, between German American Capital
Corporation, as Note A-1-1 Holder, Note A-1-2 Holder, Note A-1-3 Holder, Note
A-1-4 Holder, Note A-1-5 Holder and Note A-1-6 Holder, Goldman Sachs Bank USA,
as Note A-2-1 Holder, Note A-2-2 Holder, Note A-2-3 Holder, Note A-2-4 Holder,
Note A-2-5 Holder and Note A-2-6 Holder, JPMorgan Chase Bank, National
Association, as Note A-3-1 Holder, Note A-3-2 Holder, Note A-3-3 Holder, Note
A-3-4 Holder and Note A-3-5 Holder, Bank of Montreal, as Note A-4-1 Holder,
Note A-4-2 Holder, Note A-4-3 Holder, Note A-4-4 Holder, Note A-4-5 Holder and
Note A-4-6 Holder, and Morgan Stanley Bank, N.A., Note A-5-1 Holder, Note A-5-2
Holder, Note A-5-3 Holder and Note A-5-4 Holder (filed as Exhibit 4.6 to the
registrant's Current Report on Form 8-K filed on December 6, 2024 under
Commission File No. 333-276033-06 and incorporated by reference herein).

 4.9
 Agreement
Between Note Holders, dated as of November 20, 2024, by and between Barclays
Capital Real Estate Inc., as Initial Note A-1 Holder, Initial Note A-2 Holder
and Initial Note A-4 Holder, and Bank of America, N.A., as Initial Note A-3
Holder (filed as Exhibit 4.7 to the registrant's Current Report on Form 8-K
filed on December 6, 2024 under Commission File No. 333-276033-06 and
incorporated by reference herein).

 4.10
Agreement, dated as of November 27, 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 4.8 to the registrant's Current

 4.11
Agreement, dated as of October 2, 2024, by and among Bank Of Montreal, as
Initial BMO Note Holder, Goldman Sachs Bank USA, as Initial GS Note Holder, and
German American Capital Corporation, as Initial GACC Note Holder (filed as
Exhibit 4.9 to the registrant's Current Report on Form 8-K filed on December 6,
2024 under Commission File No. 333-276033-06 and incorporated by reference
herein).

 4.12
Agreement, dated as of October 18, 2024, between German American Capital
Corporation, as Note A-1 Holder, Note A-2 Holder and Note A-3 Holder, and Bank
of Montreal, as Note A-4 Holder, Note A-5 Holder and Note A-6 Holder (filed as
Exhibit 4.10 to the registrant's Current Report on Form 8-K filed on December
6, 2024 under Commission File No. 333-276033-06 and incorporated by reference
herein).

 4.13
Agreement, dated as of November 20, 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 4.11 to the registrant's Current

 4.14
 Agreement
Between Note Holders, dated as of August 29, 2024 by and among Societe Generale
Financial Corporation, as Initial Note A-1 Holder", Societe Generale Financial
Corporation, as Initial Note A-2 Holder, Societe Generale Financial
Corporation, as Initial Note A-3 Holder, and Societe Generale Financial
Corporation, as Initial Note A-4 Holder (filed as Exhibit 4.12 to the
registrant's Current Report on Form 8-K filed on December 6, 2024 under
Commission File No. 333-276033-06 and incorporated by reference herein).

 4.15
Agreement, dated as of November 5, 2024, between German American Capital
Corporation, as an Initial Note A Holder, Goldman Sachs Bank USA, as an Initial
Note A Holder, German American Capital Corporation, as Initial Note B-1 Holder,
and Goldman Sachs Bank USA, as Initial Note B-2 Holder (filed as Exhibit 4.13
to the registrant's Current Report on Form 8-K filed on December 6, 2024 under
Commission File No. 333-276033-06 and incorporated by reference herein).

 4.16
Agreement (this "Agreement"), dated as of November 20, 2024, by and among
Starwood Mortgage Capital LLC, as Initial Note A-1 Holder, Starwood Mortgage
Capital LLC, as Initial Note A-2 Holder, Starwood Mortgage Capital LLC, as
Initial Note A-3 Holder, Starwood Mortgage Capital LLC, as Initial Note A-4
Holder, Starwood Mortgage Capital LLC, as Initial Note A-5 Holder, Starwood
Mortgage Capital LLC, as Initial Note A-6 Holder, Starwood Mortgage Capital
LLC, as Initial Note A-7 Holder, Starwood Mortgage Capital LLC, as Initial
Note A-8 Holder, Starwood Mortgage Capital LLC, as Initial Note A-9 Holder, and
Starwood Mortgage Capital LLC, as Initial Note A-10 Holder (filed as Exhibit
4.14 to the registrant's Current Report on Form 8-K filed on December 6, 2024
under Commission File No. 333-276033-06 and incorporated by reference herein).

 4.17
 Agreement
Between Noteholders, dated as of November 8, 2024, by and between Starwood
Mortgage Capital LLC, as Initial SMC Note A Holder, and Greystone Select
Company II LLC, as Initial Greystone Note A Holder (filed as Exhibit 4.15 to
the registrant's Current Report on Form 8-K filed on December 6, 2024 under
Commission File No. 333-276033-06 and incorporated by reference herein).

 4.18
 Primary
Servicing Agreement, dated as of December 1, 2024, between Midland Loan
Services, a Division of PNC Bank, National Association and KeyBank National
Association (filed as Exhibit 4.16 to the registrant's Current Report on Form
8-K filed on December 6, 2024 under Commission File No. 333-276033-06 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
 LNR Partners, LLC, as Special Servicer

 33.3
as Trustee and Certificate Administrator

 33.4
as Custodian

 33.5
 Pentalpha Surveillance LLC, as Operating Advisor

 33.6
 KeyBank National Association, as Primary Servicer

 33.7
National Association, as Primary Servicer of the Queens Center Mortgage Loan
(see Exhibit 33.1)

 33.8
Queens Center Mortgage Loan (see Exhibit 33.2)

 33.9
Computershare Trust Company, National Association, as Trustee of the Queens
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 33.10
as Custodian of the Queens Center Mortgage Loan (see Exhibit 33.4)

 33.11
the Queens Center Mortgage Loan (see Exhibit 33.5)

 33.12
National Association, as Primary Servicer of the Tops & Kroger Mortgage
Loan (see Exhibit 33.1)

 33.13
 LNR Partners, LLC, as Special Servicer of the Tops
& Kroger Mortgage Loan (see Exhibit 33.2)

 33.14
Computershare Trust Company, National Association, as Trustee of the Tops &
Kroger Mortgage Loan (Omitted. See Explanatory Notes.)

 33.15
as Custodian of the Tops & Kroger Mortgage Loan (see Exhibit 33.4)

 33.16
the Tops & Kroger Mortgage Loan (see Exhibit 33.5)

 33.17
National Association, as Primary Servicer of the Riverwalk West Mortgage Loan
(see Exhibit 33.1)

 33.18
Riverwalk West Mortgage Loan (see Exhibit 33.2)

 33.19
Computershare Trust Company, National Association, as Trustee of the Riverwalk
West Mortgage Loan (Omitted. See Explanatory Notes.)

 33.20
as Custodian of the Riverwalk West Mortgage Loan (see Exhibit 33.4)

 33.21
the Riverwalk West Mortgage Loan (see Exhibit 33.5)

 33.22
National Association, as Primary Servicer of the Linx Mortgage Loan (see
Exhibit 33.1)

 33.23
 LNR Partners, LLC, as Special Servicer of the Linx
Mortgage Loan (see Exhibit 33.2)

 33.24
Computershare Trust Company, National Association, as Trustee of the Linx

 33.25
as Custodian of the Linx Mortgage Loan (see Exhibit 33.4)

 33.26
the Linx Mortgage Loan (see Exhibit 33.5)

 33.27
National Association, as Primary Servicer of the 125 Summer Mortgage Loan (see
Exhibit 33.1)

 33.28
Servicer of the 125 Summer Mortgage Loan

 33.29
Computershare Trust Company, National Association, as Trustee of the 125 Summer

 33.30
as Custodian of the 125 Summer Mortgage Loan (see Exhibit 33.4)

 33.31
BellOak, LLC, as Operating Advisor of the 125 Summer Mortgage Loan (Omitted.
See Explanatory Notes.)

 33.32
Servicer of the ICONIQ Multifamily Portfolio Mortgage Loan

 33.33
 KeyBank National Association, as Special Servicer
of the ICONIQ Multifamily Portfolio Mortgage Loan (see Exhibit 33.6)

 33.34
Computershare Trust Company, National Association, as Trustee of the ICONIQ
Multifamily Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.35
Deutsche Bank National Trust Company, as Custodian of the ICONIQ Multifamily
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.36
Advisor of the ICONIQ Multifamily Portfolio Mortgage Loan

 33.37
Participant of the ICONIQ Multifamily Portfolio Mortgage Loan

 33.38
Servicer of the Colony Square Mortgage Loan (see Exhibit 33.32)

 33.39
Servicer of the Colony Square Mortgage Loan (see Exhibit 33.28)

 33.40
Computershare Trust Company, National Association, as Trustee of the Colony
Square Mortgage Loan (Omitted. See Explanatory Notes.)

 33.41
as Custodian of the Colony Square Mortgage Loan (see Exhibit 33.4)

 33.42
the Colony Square Mortgage Loan (see Exhibit 33.5)

 33.43
Participant of the Colony Square Mortgage Loan (see Exhibit 33.37)

 33.44
Servicer of the Hamburg Pavilion Mortgage Loan (see Exhibit 33.32)

 33.45
National Association, as Primary Servicer of the Hamburg Pavilion Mortgage Loan
(see Exhibit 33.1)

 33.46
 K-Star Asset Management LLC, as Special Servicer
of the Hamburg Pavilion Mortgage Loan

 33.47
Computershare Trust Company, National Association, as Trustee of the Hamburg
Pavilion Mortgage Loan (Omitted. See Explanatory Notes.)

 33.48
as Custodian of the Hamburg Pavilion Mortgage Loan (see Exhibit 33.4)

 33.49
Advisor of the Hamburg Pavilion Mortgage Loan (see Exhibit 33.36)

 33.50
Participant of the Hamburg Pavilion Mortgage Loan (see Exhibit 33.37)

 33.51
Servicer of the Verde Apartments Mortgage Loan (see Exhibit 33.32)

 33.52
National Association, as Primary Servicer of the Verde Apartments Mortgage Loan
(see Exhibit 33.1)

 33.53
 K-Star Asset Management LLC, as Special Servicer
of the Verde Apartments Mortgage Loan (see Exhibit 33.46)

 33.54
Computershare Trust Company, National Association, as Trustee of the Verde
Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

 33.55
as Custodian of the Verde Apartments Mortgage Loan (see Exhibit 33.4)

 33.56
Advisor of the Verde Apartments Mortgage Loan (see Exhibit 33.36)

 33.57
Participant of the Verde Apartments Mortgage Loan (see Exhibit 33.37)

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

 34.1
National Association, as Master Servicer

 34.2
 LNR Partners, LLC, as Special Servicer

 34.3
as Trustee and Certificate Administrator

 34.4
as Custodian

 34.5
 Pentalpha Surveillance LLC, as Operating Advisor

 34.6
 KeyBank National Association, as Primary Servicer

 34.7
National Association, as Primary Servicer of the Queens Center Mortgage Loan
(see Exhibit 34.1)

 34.8
Queens Center Mortgage Loan (see Exhibit 34.2)

 34.9
Computershare Trust Company, National Association, as Trustee of the Queens
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 34.10
as Custodian of the Queens Center Mortgage Loan (see Exhibit 34.4)

 34.11
the Queens Center Mortgage Loan (see Exhibit 34.5)

 34.12
National Association, as Primary Servicer of the Tops & Kroger Mortgage
Loan (see Exhibit 34.1)

 34.13
 LNR Partners, LLC, as Special Servicer of the Tops
& Kroger Mortgage Loan (see Exhibit 34.2)

 34.14
Computershare Trust Company, National Association, as Trustee of the Tops &
Kroger Mortgage Loan (Omitted. See Explanatory Notes.)

 34.15
as Custodian of the Tops & Kroger Mortgage Loan (see Exhibit 34.4)

 34.16
the Tops & Kroger Mortgage Loan (see Exhibit 34.5)

 34.17
National Association, as Primary Servicer of the Riverwalk West Mortgage Loan
(see Exhibit 34.1)

 34.18
Riverwalk West Mortgage Loan (see Exhibit 34.2)

 34.19
Computershare Trust Company, National Association, as Trustee of the Riverwalk
West Mortgage Loan (Omitted. See Explanatory Notes.)

 34.20
as Custodian of the Riverwalk West Mortgage Loan (see Exhibit 34.4)

 34.21
the Riverwalk West Mortgage Loan (see Exhibit 34.5)

 34.22
National Association, as Primary Servicer of the Linx Mortgage Loan (see
Exhibit 34.1)

 34.23
 LNR Partners, LLC, as Special Servicer of the Linx
Mortgage Loan (see Exhibit 34.2)

 34.24
Computershare Trust Company, National Association, as Trustee of the Linx

 34.25
as Custodian of the Linx Mortgage Loan (see Exhibit 34.4)

 34.26
the Linx Mortgage Loan (see Exhibit 34.5)

 34.27
National Association, as Primary Servicer of the 125 Summer Mortgage Loan (see
Exhibit 34.1)

 34.28
Servicer of the 125 Summer Mortgage Loan

 34.29
Computershare Trust Company, National Association, as Trustee of the 125 Summer

 34.30
as Custodian of the 125 Summer Mortgage Loan (see Exhibit 34.4)

 34.31
BellOak, LLC, as Operating Advisor of the 125 Summer Mortgage Loan (Omitted.
See Explanatory Notes.)

 34.32
Servicer of the ICONIQ Multifamily Portfolio Mortgage Loan

 34.33
 KeyBank National Association, as Special Servicer
of the ICONIQ Multifamily Portfolio Mortgage Loan (see Exhibit 34.6)

 34.34
Computershare Trust Company, National Association, as Trustee of the ICONIQ
Multifamily Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.35
Deutsche Bank National Trust Company, as Custodian of the ICONIQ Multifamily
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.36
Advisor of the ICONIQ Multifamily Portfolio Mortgage Loan

 34.37
Participant of the ICONIQ Multifamily Portfolio Mortgage Loan

 34.38
Servicer of the Colony Square Mortgage Loan (see Exhibit 34.32)

 34.39
Servicer of the Colony Square Mortgage Loan (see Exhibit 34.28)

 34.40
Computershare Trust Company, National Association, as Trustee of the Colony
Square Mortgage Loan (Omitted. See Explanatory Notes.)

 34.41
as Custodian of the Colony Square Mortgage Loan (see Exhibit 34.4)

 34.42
the Colony Square Mortgage Loan (see Exhibit 34.5)

 34.43
Participant of the Colony Square Mortgage Loan (see Exhibit 34.37)

 34.44
Servicer of the Hamburg Pavilion Mortgage Loan (see Exhibit 34.32)

 34.45
National Association, as Primary Servicer of the Hamburg Pavilion Mortgage Loan
(see Exhibit 34.1)

 34.46
 K-Star Asset Management LLC, as Special Servicer
of the Hamburg Pavilion Mortgage Loan

 34.47
Computershare Trust Company, National Association, as Trustee of the Hamburg
Pavilion Mortgage Loan (Omitted. See Explanatory Notes.)

 34.48
as Custodian of the Hamburg Pavilion Mortgage Loan (see Exhibit 34.4)

 34.49
Advisor of the Hamburg Pavilion Mortgage Loan (see Exhibit 34.36)

 34.50
Participant of the Hamburg Pavilion Mortgage Loan (see Exhibit 34.37)

 34.51
Servicer of the Verde Apartments Mortgage Loan (see Exhibit 34.32)

 34.52
National Association, as Primary Servicer of the Verde Apartments Mortgage Loan
(see Exhibit 34.1)

 34.53
 K-Star Asset Management LLC, as Special Servicer
of the Verde Apartments Mortgage Loan (see Exhibit 34.46)

 34.54
Computershare Trust Company, National Association, as Trustee of the Verde
Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

 34.55
as Custodian of the Verde Apartments Mortgage Loan (see Exhibit 34.4)

 34.56
Advisor of the Verde Apartments Mortgage Loan (see Exhibit 34.36)

 34.57
Participant of the Verde Apartments Mortgage Loan (see Exhibit 34.37)

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2
 LNR Partners, LLC, as Special Servicer

 35.3
as Certificate Administrator

 35.4
 KeyBank National Association, as Primary Servicer

 35.5
National Association, as Primary Servicer of the Queens Center Mortgage Loan
(see Exhibit 35.1)

 35.6
Queens Center Mortgage Loan (see Exhibit 35.2)

 35.7
National Association, as Primary Servicer of the Tops & Kroger Mortgage
Loan (see Exhibit 35.1)

 35.8
 LNR Partners, LLC, as Special Servicer of the Tops
& Kroger Mortgage Loan (see Exhibit 35.2)

 35.9
National Association, as Primary Servicer of the Riverwalk West Mortgage Loan
(see Exhibit 35.1)

 35.10
Riverwalk West Mortgage Loan (see Exhibit 35.2)

 35.11
National Association, as Primary Servicer of the Linx Mortgage Loan (see
Exhibit 35.1)

 35.12
 LNR Partners, LLC, as Special Servicer of the Linx
Mortgage Loan (see Exhibit 35.2)

 35.13
National Association, as Primary Servicer of the 125 Summer Mortgage Loan (see
Exhibit 35.1)

 35.14
Servicer of the 125 Summer Mortgage Loan

 35.15
Servicer of the ICONIQ Multifamily Portfolio Mortgage Loan

 35.16
 KeyBank National Association, as Special Servicer
of the ICONIQ Multifamily Portfolio Mortgage Loan (see Exhibit 35.4)

 35.17
Servicer of the Colony Square Mortgage Loan (see Exhibit 35.15)

 35.18
Servicer of the Colony Square Mortgage Loan (see Exhibit 35.14)

 35.19
Servicer of the Hamburg Pavilion Mortgage Loan (see Exhibit 35.15)

 35.20
National Association, as Primary Servicer of the Hamburg Pavilion Mortgage Loan
(see Exhibit 35.1)

 35.21
K-Star Asset Management LLC, as Special Servicer of the Hamburg Pavilion

 35.22
Servicer of the Verde Apartments Mortgage Loan (see Exhibit 35.15)

 35.23
National Association, as Primary Servicer of the Verde Apartments Mortgage Loan
(see Exhibit 35.1)

 35.24
K-Star Asset Management LLC, as Special Servicer of the Verde Apartments

 99.1
Loan Purchase Agreement, dated as of December 19, 2024, between 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 December 6, 2024 under Commission
File No. 333-276033-06 and incorporated by reference herein).

 99.2
Loan Purchase Agreement, dated as of December 19, 2024, between Starwood
Mortgage Capital LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on

 99.3
Loan Purchase Agreement, dated as of December 19, 2024, between German American
Capital Corporation and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.3 to the registrant's Current Report on Form 8-K filed on

 99.4
Loan Purchase Agreement, dated as of December 19, 2024, between Argentic Real
Estate Finance 2 LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.4 to the registrant's Current Report on Form 8-K filed on

 99.5
Loan Purchase Agreement, dated as of December 19, 2024, between Citi Real
Estate Funding Inc. and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.5 to the registrant's Current Report on Form 8-K filed on

 99.6
Loan Purchase Agreement, dated as of December 19, 2024, between Bank of
Montreal and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.6
to the registrant's Current Report on Form 8-K filed on December 6, 2024
under Commission File No. 333-276033-06 and incorporated by reference herein).

 99.7
Loan Purchase Agreement, dated as of December 19, 2024, between KeyBank
National Association and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.7 to the registrant's Current Report on Form 8-K filed on

 99.8
Loan Purchase Agreement, dated as of December 19, 2024, between Zions
Bancorporation, N.A. and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.8 to the registrant's Current Report on Form 8-K filed on

 99.9
Loan Purchase Agreement, dated as of December 19, 2024, between Societe
Generale Financial Corporation, Soci t G n rale and Barclays Commercial
Mortgage Securities LLC (filed as Exhibit 99.9 to the registrant's Current

 99.10
Loan Purchase Agreement, dated as of December 19, 2024, between Greystone
Commercial Mortgage Capital LLC, Greystone Select Company II LLC and Barclays
Commercial Mortgage Securities LLC (filed as Exhibit 99.10 to the registrant's
Current Report on Form 8-K filed on December 6, 2024 under Commission
File No. 333-276033-06 and incorporated by reference herein).

 99.11
Loan Purchase Agreement, dated as of December 19, 2024, between LMF Commercial,
LLC and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.11 to
the registrant's Current Report on Form 8-K filed on December 6, 2024
under Commission File No. 333-276033-06 and incorporated by reference herein).

 (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 17, 2025