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: 333-276033-04

 Central Index Key Number of the issuing entity: 0002034721

 BBCMS Mortgage Trust 2024-5C29

 (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: 0001968416

 Argentic Real Estate Finance 2 LLC

 Central Index Key Number of the sponsor: 0001548405

 Starwood Mortgage Capital LLC

 Central Index Key Number of the sponsor: 0001089877

 KeyBank National Association

 Central Index Key Number of the sponsor: 0001755531

 Societe Generale Financial
Corporation

 Central Index Key Number of the sponsor: 0001541294

 German American Capital Corporation

 Central Index Key Number of the sponsor: 0001592182

 LMF Commercial, 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: 0000927971

 Bank of Montreal

 Central Index Key Number of the sponsor: 0001701238

 Citi Real
Estate Funding Inc.

 New York

 (State or other jurisdiction of

 incorporation or organization of

 the issuing entity)

 38-4325143

 38-4325144

 38-7330004

 (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 Westshore Crossing Mortgage Loan and the
Northwoods Apartments Mortgage Loan, which constituted approximately 2.3% and
2.0%, 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 Westshore Crossing Mortgage
Loan, three other pari passu loans, which are not assets of the issuing
entity and (b) with respect to the Northwoods Apartments Mortgage Loan, one
other pari passu loan, which is not an asset of the issuing entity. These
loan combinations, including the Westshore Crossing Mortgage Loan and the
Northwoods Apartments 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 GNL Industrial Portfolio Mortgage Loan,
which constituted approximately 1.6% of the asset pool of the issuing entity as
of its cut-off date. The GNL Industrial Portfolio Mortgage Loan is an
asset of the issuing entity and is part of a loan combination that includes the
GNL Industrial Portfolio Mortgage Loan and fifteen 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 2024-5C4 Mortgage Trust
transaction, Commission File Number 333-255934-12 (the " BMO 2024-5C4
Transaction "). This loan combination, including the GNL Industrial
Portfolio Mortgage Loan, is being serviced and administered pursuant to the
pooling and servicing agreement for the BMO 2024-5C4 Transaction, which is
incorporated by reference as Exhibit 4.2 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the 277 Park Avenue Mortgage Loan, which
constituted approximately 6.6% of the asset pool of the issuing entity as of its
cut-off date. The 277 Park Avenue Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the 277 Park
Avenue Mortgage Loan and five other pari passu loans and one subordinate
companion loan, which are not assets of the issuing entity. A pari passu
portion of the loan combination was securitized in the COMM 2024-277P Mortgage
Trust transaction (the " COMM 2024-277P Transaction "). This loan
combination, including the 277 Park Avenue Mortgage Loan, is being serviced and
administered pursuant to the trust and servicing agreement for the COMM
2024-277P Transaction, which is incorporated by reference as Exhibit 4.3 to
this Annual Report on Form 10-K.

Exhibit Index) with respect to the BioMed 2024 Portfolio 2 Mortgage Loan, which
constituted approximately 2.8% of the asset pool of the issuing entity as of
its cut-off date. The BioMed 2024 Portfolio 2 Mortgage Loan is an asset
of the issuing entity and is part of a loan combination that includes the
BioMed 2024 Portfolio 2 Mortgage Loan and nine other pari passu loans
and four subordinate companion loans, which are not assets of the issuing
entity. A pari passu portion of the loan combination was securitized in
the BX Commercial Mortgage Trust 2024-BIO2 transaction (the " BX 2024-BIO2
Transaction "). This loan combination, including the BioMed 2024 Portfolio 2
Mortgage Loan, is being serviced and administered pursuant to the trust and
servicing agreement for the BX 2024-BIO2 Transaction, which is incorporated by
reference as Exhibit 4.4 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Stonebriar Centre Mortgage Loan, which
constituted approximately 2.8% of the asset pool of the issuing entity as of its
cut-off date. The Stonebriar Centre Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Stonebriar
Centre Mortgage Loan and eight 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 2024-V9 Mortgage Trust
transaction, Commission File Number 333-261764-04 (the " Benchmark 2024-V9
Transaction "). This loan combination, including the Stonebriar Centre
Mortgage Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2024-V9 Transaction, which is
incorporated by reference as Exhibit 4.5 to this Annual Report on Form 10-K.

Exhibit Index) with respect to the Baybrook Mall Mortgage Loan, which
constituted approximately 5.7% of the asset pool of the issuing entity as of
its cut-off date. The Baybrook Mall Mortgage Loan is an asset of the
issuing entity and is part of a loan combination that includes the Baybrook
Mall Mortgage Loan and seven other pari passu loans, which are not
assets of the issuing entity. A pari passu portion of the loan
combination was securitized in the BANK5 2024-5YR9 transaction, Commission File
Number 333-258342-05 (the " BANK5 2024-5YR9 Transaction "). This loan
combination, including the Baybrook Mall Mortgage Loan, is being serviced and
administered pursuant to the pooling and servicing agreement for the BANK5
2024-5YR9 Transaction, which is incorporated by reference as Exhibit 4.6 to
this Annual Report on Form 10-K.

Exhibit Index) with respect to the Northbridge Centre Mortgage Loan, which constituted
approximately 2.8% of the asset pool of the issuing entity as of its cut-off
date. The Northbridge Centre Mortgage Loan is an asset of the issuing
entity and is part of a loan combination that includes the Northbridge Centre
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 BMO 2024-5C6 Mortgage Trust transaction, Commission File
Number 333-255934-15 (the " BMO 2024-5C6 Transaction "). This loan
combination, including the Northbridge Centre 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 4.7 to this
Annual Report on Form 10-K.

Exhibit Index) with respect to the Bronx Terminal Market Mortgage Loan, which
constituted approximately 2.3% of the asset pool of the issuing entity as of
its cut-off date. The Bronx Terminal Market Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the Bronx
Terminal Market Mortgage Loan and eighteen other pari passu loans and
one subordinate companion loan, which are not assets of the issuing entity.
This loan combination, including the Bronx Terminal Market Mortgage Loan, was
serviced under the pooling and servicing Agreement for the BANK5 2024-5YR9
transaction prior to the closing of the securitization of a pari passu
portion of the Bronx Terminal Market loan combination in the Benchmark 2024-V10
Mortgage Trust transaction, Commission File Number 333-262701-07 (the " Benchmark
2024-V10 Transaction "). After the closing of the Benchmark 2024-V10
Transaction on September 30, 2024, this loan combination, including the Bronx
Terminal Market Mortgage Loan was, and will continue to be, serviced and
administered pursuant to the pooling and servicing agreement with respect to
the Benchmark 2024-V10 Transaction, which is incorporated by reference as
Exhibit 4.8 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 and the primary servicer and special servicer of the 277
Park Avenue Mortgage Loan and the BioMed 2024 Portfolio 2 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.

 Argentic Services Company LP is
the special servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement and the GNL Industrial 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 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 Baybrook Mall Mortgage Loan, the
Stonebriar Centre Mortgage Loan, the BioMed 2024 Portfolio 2 Mortgage Loan, the
Northbridge Centre Mortgage Loan and the GNL Industrial 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 capacities described
above are listed in the Exhibit Index.

 Park Bridge Lender Services LLC is
the operating advisor of the mortgage loans serviced under the Pooling and
Servicing Agreement, the 277 Park Avenue Mortgage Loan and the Stonebriar
Centre 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.

 Midland Loan Services, a Division
of PNC Bank, National Association is the primary servicer of the Stonebriar
Centre Mortgage Loan, the Northbridge Centre Mortgage Loan, the Bronx Terminal
Market Mortgage Loan and the GNL Industrial Portfolio Mortgage Loan and the
primary servicer and special servicer of the Baybrook Mall 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.

 Pentalpha Surveillance LLC is the
operating advisor of the Baybrook Mall Mortgage Loan, the Northbridge Centre
Mortgage Loan, the Bronx Terminal Market Mortgage Loan and the GNL Industrial
Portfolio 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.

 LNR Partners, LLC is an affiliate
of Starwood Mortgage Funding II LLC, one of the sponsors. Therefore, the
Depositor included in this Annual Report on Form 10-K a servicer compliance
statement for LNR Partners, LLC pursuant to Item 1123. Because LNR
Partners, LLC is servicing less than 5% of the pool assets, an assessment of
compliance with applicable servicing criteria and an accountants' attestation
report pursuant to Item 1122 of Regulation AB are not required by Regulation
AB. As the attestation made in the servicer compliance statement required
by Item 1123 relates to a review of the servicing activities of LNR Partners,
LLC under the applicable servicing agreement, and that review was conducted in
conjunction with the servicer's preparation of its assessment of compliance
with applicable servicing criteria, that assessment of compliance with
applicable servicing criteria and the accompanying accountants' attestation
report are included in this Annual Report on Form 10-K for the sake of
completeness.

 Computershare Trust Company,
National Association acts as trustee of the GNL Industrial Portfolio Mortgage
Loan, the 277 Park Avenue Mortgage Loan, the Stonebriar Centre Mortgage Loan,
the Baybrook Mall Mortgage Loan and the Northbridge Centre Mortgage Loan.
Pursuant to the pooling and servicing agreement for the BMO 2024-5C4
Transaction, the trust and servicing agreement for the COMM 2024-277P
Transaction, the pooling and servicing agreement for the Benchmark 2024-V9
Transaction, the pooling and servicing agreement for the BANK5 2024-5YR9
Transaction and the pooling and servicing agreement for the BMO 2024-5C6
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 GNL Industrial Portfolio Mortgage Loan, the 277 Park Avenue Mortgage Loan,
the Stonebriar Centre Mortgage Loan, the Baybrook Mall Mortgage Loan and the
Northbridge Centre Mortgage Loan have delivered one or more assessments of
compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

 U.S. Bank Trust Company, National
Association acts as trustee of the mortgage loans serviced under the
Pooling and Servicing Agreement. Pursuant to the Pooling and Servicing
Agreement, 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 mortgage loans serviced
under the Pooling and Servicing Agreement have delivered one or more
assessments of compliance with respect to Item 1122(d)(2)(iii) of Regulation
AB.

 Wilmington Trust, National
Association acts as trustee of the BioMed 2024 Portfolio 2 Mortgage Loan.
Pursuant to the trust and servicing agreement for the BX 2024-BIO2 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 BioMed 2024 Portfolio 2
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 Bronx Terminal Market Mortgage Loan. Pursuant
to the pooling and servicing agreement for the Benchmark 2024-V10 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 Bronx Terminal Market 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 Baybrook Mall 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 GNL Industrial Portfolio Mortgage Loan, the BioMed 2024
Portfolio 2 Mortgage Loan, the Stonebriar Centre Mortgage Loan, the Baybrook
Mall Mortgage Loan, the Northbridge Centre Mortgage Loan, the 277 Park Avenue
Mortgage Loan and the Bronx Terminal Market 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 Stonebriar Centre Mortgage Loan, the
Baybrook Mall Mortgage Loan and the Bronx Terminal Market Mortgage Loan, (i)
the reports on assessment of compliance with servicing criteria and attestation
reports on assessment of compliance with servicing criteria of 3650 REIT Loan
Servicing LLC as special servicer of the Stonebriar Centre Mortgage Loan, Situs
Holdings, LLC as special servicer of the Bronx Terminal Market Mortgage Loan
and Citibank, N.A. as custodian of the Bronx Terminal Market 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 3650 REIT
Loan Servicing LLC as special servicer of the Stonebriar Centre Mortgage Loan,
Wells Fargo Bank, National Association as primary servicer of the Baybrook Mall
Mortgage Loan and Situs Holdings, LLC as special servicer of the Bronx Terminal
Market Mortgage Loan, listed on the Exhibit Index are omitted from this Annual
Report on Form 10-K as they are not required by Item 1123 of Regulation AB to
be included on this Annual Report on Form 10-K because they are each an
unaffiliated party that is not a "servicer" that meets the criteria in Item
1108(a)(2)(i) through (iii) of Regulation AB.

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

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

 Item 6. [Reserved]

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

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

 Item 8. Financial Statements and Supplementary Data.

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

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

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

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

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

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

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

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

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

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

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

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

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

 Item 1117 of Regulation AB, Legal Proceedings.

 The registrant knows of no material pending legal proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the
following, with respect to U.S. Bank Trust Company, National Association, as
trustee, and Deutsche Bank National Trust Company, as certificate administrator
and custodian.

 U.S. Bank National Association ("U.S. Bank") and other large
financial institutions have been sued in their capacity as trustee or successor
trustee for certain residential mortgage backed securities ("RMBS")
trusts. The complaints, primarily filed by investors or investor groups
against U.S. Bank and similar institutions, allege the trustees caused losses
to investors as a result of alleged failures by the sponsors, mortgage loan
sellers and servicers to comply with the governing agreements for these RMBS
trusts. Plaintiffs generally assert causes of action based upon the
trustees' purported failures to enforce repurchase obligations of mortgage loan
sellers for alleged breaches of representations and warranties, notify
securityholders of purported events of default allegedly caused by breaches of
servicing standards by mortgage loan servicers and abide by a heightened
standard of care following alleged events of default.

 U.S. Bank denies liability and believes that it has
performed its obligations under the RMBS trusts in good faith, that its actions
were not the cause of losses to investors, that it has meritorious defenses,
and it has contested and intends to continue contesting the plaintiffs' claims
vigorously. However, U.S. Bank cannot assure you as to the outcome of any
of the litigation, or the possible impact of these litigations on the trustee
or the RMBS trusts.

 On March 9, 2018, a law firm
purporting to represent fifteen Delaware statutory trusts (the "DSTs") that
issued securities backed by student loans (the "Student Loans") filed a lawsuit
in the Delaware Court of Chancery against U.S. Bank National Association ("U.S.
Bank") in its capacities as indenture trustee and successor special servicer,
and three other institutions in their respective transaction capacities, with
respect to the DSTs and the Student Loans. This lawsuit is captioned The
National Collegiate Student Loan Master Trust I, et al. v. U.S. Bank National
Association, et al., C.A. No. 2018-0167-JRS (Del. Ch.) (the "NCMSLT
Action"). The complaint, as amended on June 15, 2018, alleged that the
DSTs have been harmed as a result of purported misconduct or omissions by the
defendants concerning administration of the trusts and special servicing of the
Student Loans. Since the filing of the NCMSLT Action, certain Student
Loan borrowers have made assertions against U.S. Bank concerning special
servicing that appear to be based on certain allegations made on behalf of the
DSTs in the NCMSLT Action.

 U.S. Bank has filed a motion
seeking dismissal of the operative complaint in its entirety with prejudice
pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6) or, in the alternative,
a stay of the case while other prior filed disputes involving the DSTs and the
Student Loans are litigated. On November 7, 2018, the Court ruled that
the case should be stayed in its entirety pending resolution of the first-filed
cases. On January 21, 2020, the Court entered an order consolidating for
pretrial purposes the NCMSLT Action and three other lawsuits pending in the
Delaware Court of Chancery concerning the DSTs and the Student Loans, which
remains pending.

 U.S. Bank denies liability in the NCMSLT Action and believes
it has performed its obligations as indenture trustee and special servicer in
good faith and in compliance in all material respects with the terms of the
agreements governing the DSTs and that it has meritorious defenses. It
has contested and intends to continue contesting the plaintiffs' claims
vigorously.

 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 September 18, 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 GNL Industrial Portfolio Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the BMO 2024-5C4 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 2024-5C4 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
2024-5C4 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the 277 Park Avenue Mortgage Loan,
which is being serviced and administered pursuant to the trust and servicing
agreement for the COMM 2024-277P 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 COMM 2024-277P 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 COMM
2024-277P Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the BioMed 2024 Portfolio 2 Mortgage
Loan, which is being serviced and administered pursuant to the trust and
servicing agreement for the BX 2024-BIO2 Transaction, are attached hereto under
Item 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the trust
and servicing agreement for the BX 2024-BIO2 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 BX
2024-BIO2 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Stonebriar Centre Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the Benchmark 2024-V9 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-V9 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 2024-V9 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).

assessments of compliance with respect to the Baybrook Mall Mortgage Loan,
which is being serviced and administered pursuant to the pooling and servicing
agreement for the BANK5 2024-5YR9 Transaction, are attached hereto under Item
15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the pooling
and servicing agreement for the BANK5 2024-5YR9 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 BANK5
2024-5YR9 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

assessments of compliance with respect to the Northbridge Centre 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 4.7 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 Bronx Terminal Market Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2024-V10 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 Benchmark 2024-V10 Transaction
incorporated by reference as Exhibit 4.8 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
Benchmark 2024-V10 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 September 1, 2024, among 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, U.S. Bank Trust Company, National Association, 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/A filed on September 27, 2024 under Commission File No.

 4.2
and Servicing Agreement, dated as of May 1, 2024, among BMO Commercial Mortgage
Securities LLC, as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Master Servicer, Argentic Services Company LP, 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 4.7 to the registrant's Current

 4.3
 Trust
and Servicing Agreement, dated as of August 8, 2024, between Deutsche Mortgage
& Asset Receiving Corporation, as Depositor, KeyBank National Association,
as Master Servicer and Special Servicer, Computershare Trust Company, National
Association, as Trustee, Deutsche Bank National Trust Company, as Certificate
Administrator, as Back-Up Advancing Agent, as Paying Agent and as Custodian,
and Park Bridge Lender Services LLC, as Operating Advisor (filed as Exhibit 4.2
to the registrant's Current Report on Form 8-K filed on September 18, 2024
under Commission File No. 333-276033-04 and incorporated by reference herein).

 4.4
 Trust
and Servicing Agreement, dated as of August 15, 2024, among Citigroup
Commercial Mortgage Securities Inc., as Depositor, KeyBank National
Association, as Servicer and as Special Servicer, Wilmington Trust, National
Association, as Trustee, and Computershare Trust Company, National Association,
as Certificate Administrator (filed as Exhibit 4.4 to the registrant's Current

 4.5
and Servicing Agreement, dated as of August 1, 2024, among GS Mortgage
Securities Corporation II, as Depositor, Midland Loan Services, a Division of
PNC Bank, National Association, as Master Servicer, 3650 REIT Loan Servicing
LLC, as Special Servicer, Computershare Trust Company, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services 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 September 18, 2024
under Commission File No. 333-276033-04 and incorporated by reference herein).

 4.6
and Servicing Agreement, dated as of August 1, 2024, among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Wells Fargo Bank, National
Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, 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 4.3 to the registrant's Current Report on Form 8-K
filed on September 18, 2024 under Commission File No. 333-276033-04 and
incorporated by reference herein).

 4.7
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 4.6 to the registrant's Current

 4.8
and Servicing Agreement, dated as of September 1, 2024, among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Rialto Capital
Advisors, LLC, as the General Special Servicer, Situs Holdings, LLC, as a
Special Servicer solely with respect to the Bronx Terminal Market Whole Loan,
Pentalpha Surveillance LLC, as Operating Advisor, Pentalpha Surveillance LLC,
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 October 1,
2024 under Commission File No. 333-276033-04 and incorporated by reference herein).

 4.9
 Co-Lender
Agreement, dated as of August 6, 2024, between German American Capital
Corporation, as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial
Note A-3 Holder, Initial Note A-4 Holder, Initial Note A-5 Holder, Initial
Note A-6 Holder and Initial Note A-7 Holder, and German American Capital
Corporation, as Initial Note B Holder (filed as Exhibit 4.8 to the registrant's
Current Report on Form 8-K filed on September 18, 2024 under Commission File
No. 333-276033-04 and incorporated by reference herein).

 4.10
Between Note Holders, dated as of July 19, 2024, by and between Morgan Stanley
Bank, N.A., as Initial Note A-1 Holder, Initial Note A-2 Holder, Initial Note
A-3 Holder and Initial Note A-4 Holder, Barclays Capital Real Estate Inc., as
Initial Note A-5 Holder, Initial Note A-6 Holder, Initial Note A-7 Holder and
Initial Note A-8 Holder, Societe Generale Financial Corporation, as Initial
Note A-9 Holder, Initial Note A-10 Holder and Initial Note A-11 Holder, and
Morgan Stanley Mortgage Capital Holdings LLC, as Initial Agent (filed as
Exhibit 4.9 to the registrant's Current Report on Form 8-K filed on September

 4.11
Between Noteholders, dated as of August 9, 2024, by and among Citi Real Estate
Funding Inc., as Initial Note A-1 Holder and Initial Note A-5 Holder, JPMorgan
Chase Bank, National Association, as Initial Note A-2 Holder and Initial Note
A-6 Holder, Goldman Sachs Bank USA, as Initial Note A-3 Holder and Initial Note
A-7 Holder, Wells Fargo Bank, National Association, as Initial Note A-4 Holder
and Initial Note A-8 Holder, Citi Real Estate Funding Inc., as Initial Note B-1
Holder, JPMorgan Chase Bank, National Association, as Initial Note B-2 Holder,
Goldman Sachs Bank USA, as Initial Note B-3 Holder, and Wells Fargo Bank,
National Association, as Initial Note B-4 Holder. (filed as Exhibit 4.10 to the

 4.12
Between Noteholders, dated as of July 29, 2024, by and among Goldman Sachs Bank
USA, as Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note
A-1-3 Holder, Initial Note A-1-4 Holder and Initial Note A-1-5 Holder, Soci t
G n rale Financial Corporation, as Initial Note A-2-1 Holder, Initial Note
A-2-2 Holder and Initial Note A-2-3 Holder, and Bank of America, N.A., as
Initial Note A-3-1 Holder (filed as Exhibit 4.11 to the registrant's Current

 4.13
 Co-Lender
Agreement, dated as of August 9, 2024, by and between Bank of Montreal, as
Initial Note A-1 Holder, Bank of Montreal, as Initial Note A-2 Holder, and Bank
of Montreal, as Initial Note A-3 Holder (filed as Exhibit 4.12 to the

 4.14
Between Note Holders, dated as of July 31, 2024, by and between UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York,
as Note A-1-A Holder, UBS AG, by and through its branch office at 1285 Avenue
of the Americas, New York, New York, as Note A-1-B Holder, and UBS AG, by and
through its branch office at 1285 Avenue of the Americas, New York, New York,
as Note A-2 Holder (filed as Exhibit 4.13 to the registrant's Current Report on
Form 8-K filed on September 18, 2024 under Commission File No. 333-276033-04
and incorporated by reference herein).

 4.15
Between Note Holders, dated as of August 6, 2024, by and between German
American Capital Corporation, 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, Starwood Mortgage Capital LLC, as Initial Note A-6 Holder, Initial Note
A-7 Holder, Initial Note A-8 Holder, Initial Note A-9 Holder, Initial Note A-10
Holder and Initial Note A-11 Holder, Wells Fargo Bank, National Association, as
Initial Note A-12 Holder, Initial Note A-13 Holder, Initial Note A-14 Holder,
Initial Note A-15 Holder and Initial Note A-16 Holder, Bank of America, N.A.,
as Initial Note A-17 Holder, Initial Note A-18 Holder, Initial Note A-19
Holder, Initial Note A-20 Holder and Initial Note A-21 Holder, and CPPIB Credit
Investments III Inc., as Note B Holder (filed as Exhibit 4.14 to the

 4.16
Between Note Holders, dated as of September 9, 2024, by and between UBS AG, by
and through its branch office at 1285 Avenue of the Americas, New York, New
York, as Note A-1 Holder, and UBS AG, by and through its branch office at 1285
Avenue of the Americas, New York, New York, as Note A-2 Holder (filed as
Exhibit 4.15 to the registrant's Current Report on Form 8-K filed on September

 4.17
Between Note Holders, dated as of April 5, 2024, by and between Bank of
Montreal, Barclays Capital Real Estate Inc., Societe Generale Financial
Corporation and KeyBank National Association (filed as Exhibit 4.16 to the

 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
U.S. Bank Trust Company, National Association, as Trustee (Omitted. See
Explanatory Notes.)

 33.4
as Certificate Administrator

 33.5
as Custodian

 33.6
Advisor

 33.7
of the Westshore Crossing Mortgage Loan (see Exhibit 33.1)

 33.8
of the Westshore Crossing Mortgage Loan (see Exhibit 33.2)

 33.9
U.S. Bank Trust Company, National Association, as Trustee of the Westshore
Crossing Mortgage Loan (Omitted. See Explanatory Notes.)

 33.10
as Custodian of the Westshore Crossing Mortgage Loan (see Exhibit 33.5)

 33.11
Advisor of the Westshore Crossing Mortgage Loan (see Exhibit 33.6)

 33.12
of the Northwoods Apartments Mortgage Loan (see Exhibit 33.1)

 33.13
of the Northwoods Apartments Mortgage Loan (see Exhibit 33.2)

 33.14
U.S. Bank Trust Company, National Association, as Trustee of the Northwoods
Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

 33.15
as Custodian of the Northwoods Apartments Mortgage Loan (see Exhibit 33.5)

 33.16
Advisor of the Northwoods Apartments Mortgage Loan (see Exhibit 33.6)

 33.17
National Association, as Primary Servicer of the GNL Industrial Portfolio
Mortgage Loan

 33.18
of the GNL Industrial Portfolio Mortgage Loan (see Exhibit 33.2)

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

 33.20
as Custodian of the GNL Industrial Portfolio Mortgage Loan (see Exhibit 33.5)

 33.21
of the GNL Industrial Portfolio Mortgage Loan

 33.22
of the 277 Park Avenue Mortgage Loan (see Exhibit 33.1)

 33.23
of the 277 Park Avenue Mortgage Loan (see Exhibit 33.1)

 33.24
Computershare Trust Company, National Association, as Trustee of the 277 Park
Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

 33.25
 Deutsche Bank National Trust Company, as Custodian
of the 277 Park Avenue Mortgage Loan

 33.26
Advisor of the 277 Park Avenue Mortgage Loan (see Exhibit 33.6)

 33.27
of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 33.1)

 33.28
of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 33.1)

 33.29
Wilmington Trust, National Association, as Trustee of the BioMed 2024 Portfolio
2 Mortgage Loan (Omitted. See Explanatory Notes.)

 33.30
as Custodian of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 33.5)

 33.31
National Association, as Primary Servicer of the Stonebriar Centre Mortgage
Loan (see Exhibit 33.17)

 33.32
3650 REIT Loan Servicing LLC, as Special Servicer of the Stonebriar Centre

 33.33
Computershare Trust Company, National Association, as Trustee of the Stonebriar
Centre Mortgage Loan (Omitted. See Explanatory Notes.)

 33.34
as Custodian of the Stonebriar Centre Mortgage Loan (see Exhibit 33.5)

 33.35
Advisor of the Stonebriar Centre Mortgage Loan (see Exhibit 33.6)

 33.36
 Wells Fargo Bank, National Association, as Primary
Servicer of the Baybrook Mall Mortgage Loan

 33.37
National Association, as Primary Servicer of the Baybrook Mall Mortgage Loan
(see Exhibit 33.17)

 33.38
National Association, as Special Servicer of the Baybrook Mall Mortgage Loan
(see Exhibit 33.17)

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

 33.40
as Custodian of the Baybrook Mall Mortgage Loan (see Exhibit 33.5)

 33.41
of the Baybrook Mall Mortgage Loan (see Exhibit 33.21)

 33.42
 CoreLogic Solutions, LLC, as Servicing Function
Participant of the Baybrook Mall Mortgage Loan

 33.43
National Association, as Primary Servicer of the Northbridge Centre Mortgage
Loan (see Exhibit 33.17)

 33.44
 LNR Partners, LLC, as Special Servicer of the
Northbridge Centre Mortgage Loan

 33.45
as Trustee of the Northbridge Centre Mortgage Loan (see Exhibit 33.4)

 33.46
as Custodian of the Northbridge Centre Mortgage Loan (see Exhibit 33.5)

 33.47
of the Northbridge Centre Mortgage Loan (see Exhibit 33.21)

 33.48
National Association, as Primary Servicer of the Bronx Terminal Market Mortgage
Loan (see Exhibit 33.17)

 33.49
Situs Holdings, LLC, as Special Servicer of the Bronx Terminal Market Mortgage
Loan (Omitted. See Explanatory Notes.)

 33.50
Wilmington Savings Fund Society, FSB, as Trustee of the Bronx Terminal Market

 33.51
Citibank, N.A., as Custodian of the Bronx Terminal Market Mortgage Loan
(Omitted. See Explanatory Notes.)

 33.52
 Pentalpha Surveillance LLC, as Operating Advisor of
the Bronx Terminal Market Mortgage Loan (see Exhibit 33.21)

 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
U.S. Bank Trust Company, National Association, as Trustee (Omitted. See
Explanatory Notes.)

 34.4
as Certificate Administrator

 34.5
as Custodian

 34.6
Advisor

 34.7
of the Westshore Crossing Mortgage Loan (see Exhibit 34.1)

 34.8
of the Westshore Crossing Mortgage Loan (see Exhibit 34.2)

 34.9
U.S. Bank Trust Company, National Association, as Trustee of the Westshore
Crossing Mortgage Loan (Omitted. See Explanatory Notes.)

 34.10
as Custodian of the Westshore Crossing Mortgage Loan (see Exhibit 34.5)

 34.11
Advisor of the Westshore Crossing Mortgage Loan (see Exhibit 34.6)

 34.12
of the Northwoods Apartments Mortgage Loan (see Exhibit 34.1)

 34.13
of the Northwoods Apartments Mortgage Loan (see Exhibit 34.2)

 34.14
U.S. Bank Trust Company, National Association, as Trustee of the Northwoods
Apartments Mortgage Loan (Omitted. See Explanatory Notes.)

 34.15
as Custodian of the Northwoods Apartments Mortgage Loan (see Exhibit 34.5)

 34.16
Advisor of the Northwoods Apartments Mortgage Loan (see Exhibit 34.6)

 34.17
National Association, as Primary Servicer of the GNL Industrial Portfolio
Mortgage Loan

 34.18
of the GNL Industrial Portfolio Mortgage Loan (see Exhibit 34.2)

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

 34.20
as Custodian of the GNL Industrial Portfolio Mortgage Loan (see Exhibit 34.5)

 34.21
of the GNL Industrial Portfolio Mortgage Loan

 34.22
of the 277 Park Avenue Mortgage Loan (see Exhibit 34.1)

 34.23
of the 277 Park Avenue Mortgage Loan (see Exhibit 34.1)

 34.24
Computershare Trust Company, National Association, as Trustee of the 277 Park
Avenue Mortgage Loan (Omitted. See Explanatory Notes.)

 34.25
 Deutsche Bank National Trust Company, as Custodian
of the 277 Park Avenue Mortgage Loan

 34.26
Advisor of the 277 Park Avenue Mortgage Loan (see Exhibit 34.6)

 34.27
of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 34.1)

 34.28
of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 34.1)

 34.29
Wilmington Trust, National Association, as Trustee of the BioMed 2024 Portfolio
2 Mortgage Loan (Omitted. See Explanatory Notes.)

 34.30
as Custodian of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 34.5)

 34.31
National Association, as Primary Servicer of the Stonebriar Centre Mortgage
Loan (see Exhibit 34.17)

 34.32
3650 REIT Loan Servicing LLC, as Special Servicer of the Stonebriar Centre

 34.33
Computershare Trust Company, National Association, as Trustee of the Stonebriar
Centre Mortgage Loan (Omitted. See Explanatory Notes.)

 34.34
as Custodian of the Stonebriar Centre Mortgage Loan (see Exhibit 34.5)

 34.35
Advisor of the Stonebriar Centre Mortgage Loan (see Exhibit 34.6)

 34.36
 Wells Fargo Bank, National Association, as Primary
Servicer of the Baybrook Mall Mortgage Loan

 34.37
National Association, as Primary Servicer of the Baybrook Mall Mortgage Loan
(see Exhibit 34.17)

 34.38
National Association, as Special Servicer of the Baybrook Mall Mortgage Loan
(see Exhibit 34.17)

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

 34.40
as Custodian of the Baybrook Mall Mortgage Loan (see Exhibit 34.5)

 34.41
of the Baybrook Mall Mortgage Loan (see Exhibit 34.21)

 34.42
 CoreLogic Solutions, LLC, as Servicing Function
Participant of the Baybrook Mall Mortgage Loan

 34.43
National Association, as Primary Servicer of the Northbridge Centre Mortgage
Loan (see Exhibit 34.17)

 34.44
 LNR Partners, LLC, as Special Servicer of the
Northbridge Centre Mortgage Loan

 34.45
as Trustee of the Northbridge Centre Mortgage Loan (see Exhibit 34.4)

 34.46
as Custodian of the Northbridge Centre Mortgage Loan (see Exhibit 34.5)

 34.47
of the Northbridge Centre Mortgage Loan (see Exhibit 34.21)

 34.48
National Association, as Primary Servicer of the Bronx Terminal Market Mortgage
Loan (see Exhibit 34.17)

 34.49
Situs Holdings, LLC, as Special Servicer of the Bronx Terminal Market Mortgage
Loan (Omitted. See Explanatory Notes.)

 34.50
Wilmington Savings Fund Society, FSB, as Trustee of the Bronx Terminal Market

 34.51
Citibank, N.A., as Custodian of the Bronx Terminal Market Mortgage Loan
(Omitted. See Explanatory Notes.)

 34.52
of the Bronx Terminal Market Mortgage Loan (see Exhibit 34.21)

Servicer compliance statements.

 35.1
 KeyBank National Association, as Master Servicer

 35.2

 35.3
as Certificate Administrator

 35.4
of the Westshore Crossing Mortgage Loan (see Exhibit 35.1)

 35.5
of the Westshore Crossing Mortgage Loan (see Exhibit 35.2)

 35.6
of the Northwoods Apartments Mortgage Loan (see Exhibit 35.1)

 35.7
of the Northwoods Apartments Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the GNL Industrial Portfolio
Mortgage Loan

 35.9
of the GNL Industrial Portfolio Mortgage Loan (see Exhibit 35.2)

 35.10
of the 277 Park Avenue Mortgage Loan (see Exhibit 35.1)

 35.11
of the 277 Park Avenue Mortgage Loan (see Exhibit 35.1)

 35.12
of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 35.1)

 35.13
of the BioMed 2024 Portfolio 2 Mortgage Loan (see Exhibit 35.1)

 35.14
National Association, as Primary Servicer of the Stonebriar Centre Mortgage
Loan (see Exhibit 35.8)

 35.15
3650 REIT Loan Servicing LLC, as Special Servicer of the Stonebriar Centre

 35.16
Wells Fargo Bank, National Association, as Primary Servicer of the Baybrook
Mall Mortgage Loan (Omitted. See Explanatory Notes.)

 35.17
National Association, as Primary Servicer of the Baybrook Mall Mortgage Loan
(see Exhibit 35.8)

 35.18
National Association, as Special Servicer of the Baybrook Mall Mortgage Loan
(see Exhibit 35.8)

 35.19
National Association, as Primary Servicer of the Northbridge Centre Mortgage
Loan (see Exhibit 35.8)

 35.20
 LNR Partners, LLC, as Special Servicer of the
Northbridge Centre Mortgage Loan

 35.21
National Association, as Primary Servicer of the Bronx Terminal Market Mortgage
Loan (see Exhibit 35.8)

 35.22
Situs Holdings, LLC, as Special Servicer of the Bronx Terminal Market Mortgage
Loan (Omitted. See Explanatory Notes.)

 99.1
Loan Purchase Agreement, dated as of September 27, 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

 99.2
Loan Purchase Agreement, dated as of September 27, 2024, between Argentic Real
Estate Finance 2 LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.2 to the registrant's Current Report on Form 8-K filed on September

 99.3
Loan Purchase Agreement, dated as of September 27, 2024, between Starwood
Mortgage Capital LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.3 to the registrant's Current Report on Form 8-K filed on September

 99.4
Loan Purchase Agreement, dated as of September 27, 2024, between KeyBank
National Association and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.4 to the registrant's Current Report on Form 8-K filed on September

 99.5
Loan Purchase Agreement, dated as of September 27, 2024, among Societe Generale
Financial Corporation, Soci t G n rale and Barclays Commercial Mortgage
Securities LLC (filed as Exhibit 99.5 to the registrant's Current Report
on Form 8-K filed on September 18, 2024 under Commission File No. 333-276033-04
and incorporated by reference herein).

 99.6
Loan Purchase Agreement, dated as of September 27, 2024, between German
American Capital Corporation and Barclays Commercial Mortgage Securities LLC
(filed as Exhibit 99.6 to the registrant's Current Report on Form 8-K filed on
September 18, 2024 under Commission File No. 333-276033-04 and incorporated by
reference herein).

 99.7
Loan Purchase Agreement, dated as of September 27, 2024, between LMF
Commercial, LLC and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.7 to the registrant's Current Report on Form 8-K filed on September

 99.8
Loan Purchase Agreement, dated as of September 27, 2024, between UBS AG, by and
through its branch located at 1285 Avenue of the Americas, New York, New York
and Barclays Commercial Mortgage Securities LLC (filed as Exhibit 99.8 to the

 99.9
Loan Purchase Agreement, dated as of September 27, 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 September 18, 2024 under Commission File No. 333-276033-04
and incorporated by reference herein).

 99.10
Loan Purchase Agreement, dated as of September 27, 2024, between Bank of
Montreal and Barclays Commercial Mortgage Securities LLC (filed as Exhibit
99.10 to the registrant's Current Report on Form 8-K filed on September 18,
2024 under Commission File No. 333-276033-04 and incorporated by reference

 99.11
Loan Purchase Agreement, dated as of September 27, 2024, between Citi Real
Estate Funding Inc. and Barclays Commercial Mortgage Securities LLC (filed as
Exhibit 99.11 to the registrant's Current Report on Form 8-K filed on September

 (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 24, 2025


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

 //
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: 333-180779-01

 Central Index Key Number of the issuing entity:
0001558013

 Morgan Stanley Bank of America Merrill Lynch Trust
2012-C6

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

 Central Index Key Number of the depositor: 0001547361

 Morgan Stanley Capital I Inc.

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

 Central Index Key Number of the sponsor: 0001541557

 Morgan Stanley Mortgage Capital Holdings LLC

 (exact names of the sponsors as specified in their
charters)

 Central Index Key Number of the sponsor: 0001102113

 Bank of America, National Association

 (exact names of the sponsors as specified in their
charters)

 New York

 38 3887004

 38 3887005

 38 3887006

 38 7064513

 38 7064514

 (State or other jurisdiction of incorporation or
 organization)

 (I.R.S. Employer Identification Numbers)

 c/o Computershare Trust Company, National Association,
as agent for

 Wells Fargo Bank, National Association

 9062 Old Annapolis Road

 Columbia, MD

 (Address of principal executive offices)

 21045

 (Zip Code)

 Telephone number, including area code:

 (667) 786 1992

 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.

by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.

 Yes
___ No X

by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.

 Yes
___ No X

 Note
- Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.

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
X No ___

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).

 Not

by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or
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 ___

Accelerated filer ___

Non-accelerated filer X (Do not check if a smaller reporting company)

Smaller reporting company _

 Emerging
growth company ___

 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 Ex change Act.

 Not

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.

Not applicable.

 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.

 Not applicable.

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).

 Not applicable.

by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).

 Yes
___ No X

 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.

 Not

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.

 Not

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

 Not

 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).

 Not

 EXPLANATORY NOTES

 Except
as set forth below, each of the parties to each pooling and servicing agreement
listed in the Exhibit Index both (1) participates in the servicing function for
purposes of Item 1122 of Regulation AB and (2) constitutes a servicer that
meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for
purposes of Item 1123 of Regulation AB:

 • The trustee under
a pooling and servicing agreement has a nominal role with respect to the
mortgage pool securitized pursuant to such pooling and servicing agreement. The
trustee's only servicing function is the contingent obligation to make certain
advances if the master servicer under such pooling and servicing agreement
fails to do so, while all other servicing functions are performed by other
parties. The trustee under each of the pooling and servicing agreements listed
in the Exhibit Index has confirmed to the registrant that it has not made any
such contingent advances during the reporting period, and consequently, each
such trustee does not participate in the servicing function for purposes of
Item 1122 of Regulation AB, nor does it perform the functions of a servicer for
purposes of the definition of "servicer" under Item 1101 of Regulation AB or
for purposes of Item 1123 of Regulation AB.

 • The operating
advisor under a pooling and servicing agreement represents the interests of
senior certificateholders in the transaction governed by such pooling and
servicing agreement and is responsible for monitoring the performance of the
special servicer under such pooling and servicing agreement and producing
certain reports to certificateholders relating to the resolution of the
mortgage pool securitized pursuant to such pooling and servicing agreement.
While the operating advisor under a pooling and servicing agreement has certain
reporting obligations in respect of the related mortgage pool, it has no
obligation to collect or disburse funds in respect of the mortgage pool or to
administer any of the underlying mortgage loans. Consequently, the
operating advisor under a pooling and servicing agreement participates in the
servicing function for purposes of Item 1122 of Regulation AB, but is not
responsible for the "management or collection of the pool assets or making
allocations or distributions to holders of the asset-backed securities" within
the meaning of "servicer" under Item 1101 of Regulation AB and does not perform
the functions of a servicer for purposes of Item 1123 of Regulation AB.

 • LNR Partners, LLC is the current special
servicer under the MSBAM 2012-C6 pooling and servicing agreement. In October
2018, Midland Loan Services, a Division of PNC Bank, National Association was
replaced as special servicer under the MSBAM 2012-C6 pooling and servicing
agreement and was succeeded by LNR Partners, LLC.

 In addition, each of the following parties
engaged the services of certain servicing function participants and
sub-servicers for the reporting period, as set forth below:

 • Wells Fargo Bank, National Association,
as master servicer, engaged the services of CoreLogic Solutions, LLC as a
servicing function participant in respect of the entire mortgage pool for the
reporting period.

 • On November 1, 2021, pursuant to the
second amended and restated servicing agreement attached hereto as Exhibit 99.3,
Computershare Trust Company, National Association was engaged to perform all or
virtually all of Wells Fargo Bank, National Association's roles as certificate
administrator, custodian and trustee, as applicable, under the pooling and
servicing agreement.

 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.

 The
mortgaged property securing the 1880 Broadway/15 Central Park West Retail loan
constitutes a significant obligor within the meaning of 1101(k)(2) of
Regulation AB. The most recent (unaudited) net operating income of the
significant obligor for the 2024 calendar year is $1,305,650.88.

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

 No entity
or group of affiliated entities provides any enhancement or other support for
the certificates 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 for
the certificates as described under Item 1115 of Regulation AB.

 Item
1117 of Regulation AB, Legal Proceedings.

 The
registrant knows of no legal proceeding pending against the sponsors,
depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of
Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or
other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any
property of the foregoing is the subject, that is material to security holders,
other than as follows:

In December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related
entities filed a complaint in the United States District Court for the Southern
District of New York alleging claims against Wells Fargo Bank, N.A., in its
capacity as trustee for a number of residential mortgage-backed securities
(RMBS) trusts. Complaints raising similar allegations have been filed by
Commerzbank AG in the Southern District of New York, IKB International and IKB
Deutsche Industriebank (together, IKB) in New York state court, and Park Royal
I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs
allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors, and
plaintiffs assert causes of action based upon, among other things, the
trustee's alleged failure to notify and enforce repurchase obligations of
mortgage loan sellers for purported breaches of representations and warranties,
notify investors of alleged events of default, and abide by appropriate
standards of care following alleged events of default. In July 2022, the
district court dismissed Phoenix Light's claims and certain of the claims
asserted by Commerzbank AG, and subsequently entered judgment in each case in
favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank
AG each appealed the district court's decision to the United States Court of
Appeals for the Second Circuit. Phoenix Light dismissed its appeal in May 2023,
terminating its case. In October 2024, the Second Circuit denied Commerzbank
AG's appeal. In November 2023, Wells Fargo Bank, N.A. entered into an agreement
with IKB to resolve IKB's claims. Wells Fargo Bank, N.A. previously settled two
class actions filed by institutional investors and an action filed by the
National Credit Union Administration with similar allegations.

 U.S.
Bank National Association ("U.S. Bank") and other large financial institutions
have been sued in their capacity as trustee or successor trustee for certain
residential mortgage backed securities ("RMBS") trusts. The
complaints, primarily filed by investors or investor groups against U.S. Bank
and similar institutions, allege the trustees caused losses to investors as a
result of alleged failures by the sponsors, mortgage loan sellers and servicers
to comply with the governing agreements for these RMBS trusts. Plaintiffs
generally assert causes of action based upon the trustees' purported failures
to enforce repurchase obligations of mortgage loan sellers for alleged breaches
of representations and warranties, notify securityholders of purported events
of default allegedly caused by breaches of servicing standards by mortgage loan
servicers and abide by a heightened standard of care following alleged events
of default.

 U.S.
Bank denies liability and believes that it has performed its obligations under
the RMBS trusts in good faith, that its actions were not the cause of losses to
investors, that it has meritorious defenses, and it has contested and intends
to continue contesting the plaintiffs' claims vigorously. However, U.S.
Bank cannot assure you as to the outcome of any of the litigation, or the
possible impact of these litigations on the trustee or the RMBS trusts.

 On
March 9, 2018, a law firm purporting to represent fifteen Delaware statutory
trusts (the "DSTs") that issued securities backed by student loans (the
"Student Loans") filed a lawsuit in the Delaware Court of Chancery against U.S.
Bank National Association ("U.S. Bank") in its capacities as indenture trustee
and successor special servicer, and three other institutions in their
respective transaction capacities, with respect to the DSTs and the Student
Loans. This lawsuit is captioned The National Collegiate Student Loan
Master Trust I, et al. v. U.S. Bank National Association, et al., C.A. No.
2018-0167-JRS (Del. Ch.) (the "NCMSLT Action"). The complaint, as amended
on June 15, 2018, alleged that the DSTs have been harmed as a result of
purported misconduct or omissions by the defendants concerning administration
of the trusts and special servicing of the Student Loans. Since the
filing of the NCMSLT Action, certain Student Loan borrowers have made
assertions against U.S. Bank concerning special servicing that appear to be
based on certain allegations made on behalf of the DSTs in the NCMSLT Action.

 U.S.
Bank has filed a motion seeking dismissal of the operative complaint in its
entirety with prejudice pursuant to Chancery Court Rules 12(b)(1) and 12(b)(6)
or, in the alternative, a stay of the case while other prior filed disputes
involving the DSTs and the Student Loans are litigated. On November 7,
2018, the Court ruled that the case should be stayed in its entirety pending
resolution of the first-filed cases. On January 21, 2020, the Court
entered an order consolidating for pretrial purposes the NCMSLT Action and
three other lawsuits pending in the Delaware Court of Chancery concerning the
DSTs and the Student Loans, which remains pending.

 U.S.
Bank denies liability in the NCMSLT Action and believes it has performed its
obligations as indenture trustee and special servicer in good faith and in
compliance in all material respects with the terms of the agreements governing
the DSTs and that it has meritorious defenses. It has contested and
intends to continue contesting the plaintiffs' claims vigorously.

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

 The
information regarding this Item has been provided previously in an annual
report on Form 10-K of the issuing entity or in the prospectus of the issuing
entity filed in a 424(b)(5) filing dated October 15, 2012.

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

 The
reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15.

 Item
1123 of Regulation AB, Servicer Compliance Statement.

 The
servicer compliance statements are attached hereto under Item 15.

 Item
15. Exhibits, Financial Statement Schedules.

 (a) Exhibits.

 (4.1)
 Pooling and Servicing Agreement, dated as of October 1,
2012, between Morgan Stanley Capital I Inc., as depositor, Wells Fargo Bank,
National Association, as master servicer, custodian, certificate administrator,
certificate registrar and authenticating agent, Midland Loan Services, a
Division of PNC Bank, National Association, as special servicer, Situs
Holdings, LLC, as trust advisor, and U.S. Bank National Association, as trustee
(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K/A filed on
November 16, 2012 under SEC File No. 333-180779-01 and incorporated by
reference herein).

 (31) Rule
13a-14(d)/15d-14(d) Certification.

 (33)
Reports on assessment of compliance with servicing criteria for asset-backed
securities.

 33.1
Certificate Administrator

 33.2
as Servicing Function Participant for the Certificate Administrator

 33.3
Custodian

 33.4
as Servicing Function Participant for the Custodian

 33.5
 Wells Fargo Bank, National Association, as Master
Servicer

 33.6
 LNR Partners, LLC, as Special Servicer

 33.7
 Situs Holdings, LLC, as Operating Advisor

 33.8
 CoreLogic Solutions, LLC, as Servicing Function
Participant

 (34)
Attestation reports on assessment of compliance with servicing criteria for
asset-backed securities.

 34.1
Certificate Administrator

 34.2
as Servicing Function Participant for the Certificate Administrator

 34.3
Custodian

 34.4
as Servicing Function Participant for the Custodian

 34.5
 Wells Fargo Bank, National Association, as Master
Servicer

 34.6
 LNR Partners, LLC, as Special Servicer

 34.7
 Situs Holdings, LLC, as Operating Advisor

 34.8
 CoreLogic Solutions, LLC, as Servicing Function
Participant

 (35)
Servicer compliance statement.

 35.1
Certificate Administrator

 35.2
as Servicing Function Participant for the Certificate Administrator

 35.3
Custodian

 35.4
as Servicing Function Participant for the Custodian

 35.5
 Wells Fargo Bank, National Association, as Master
Servicer

 35.6
 LNR Partners, LLC, as Special Servicer

 (99.1) Mortgage Loan Purchase Agreement, dated as of October
3, 2012, between Morgan Stanley Capital I Inc. and Morgan Stanley Mortgage
Capital Holdings LLC (filed as Exhibit 99.1 to the registrant's Current Report
on Form 8-K filed on October 12, 2012 under SEC File No. 333-180779-01 and
incorporated by reference herein).

 (99.2) Mortgage Loan Purchase Agreement, dated as of October
3, 2012, between Morgan Stanley Capital I Inc. and Bank of America, National
Association (filed as Exhibit 99.2 to the registrant's Current Report on Form
8-K filed on October 12, 2012 under SEC File No. 333-180779-01 and incorporated
by reference herein).

 (99.3) Second Amended and Restated Servicing Agreement,
effective as of October 31, 2021, between Wells Fargo Bank, N.A., Wells Fargo
Delaware Trust Company, N.A., Computershare Trust Company, N.A., Computershare
Delaware Trust Company and Computershare Limited (filed as Exhibit 99.1 to the
registrant's Current Report on Form 8-K filed on November 5, 2021 under SEC
File No. 333-180779-01 and incorporated by reference herein).

 (b)
See (a) 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.

 Morgan
Stanley Capital I Inc.

 (Depositor)

 By:
/s/ Jane Lam

 Jane
Lam, President

 (senior
officer in charge of securitization of the depositor)

 Date:
March 24, 2025