BMW Vehicle Lease Trust 2024-2 8-KEntry into a Material Definitive Agreement

On October 1, 2024, BMW Auto Leasing LLC (“BMW LLC”) and BMW Financial Services NA, LLC (“BMW FS”) entered into an Underwriting Agreement with Citigroup Global Markets Inc., on behalf of itself and as a representative of the several underwriters named therein, for the sale of certain notes of BMW Vehicle Lease Trust 2024-2, a Delaware statutory (the “Trust”), in the following classes and in the following amounts: (i) Class A-1 Asset-Backed Notes in the aggregate original principal amount of $195,200,000; (ii) Class A-2a Asset-Backed Notes in the aggregate original principal amount of $231,200,000; (iii) Class A-2b Asset-Backed Notes in the aggregate principal amount of $231,200,000; (iv) Class A-3 Asset-Backed Notes in the aggregate original principal amount of $462,400,000 and (v) Class A-4 Asset-Backed Notes in the aggregate original principal amount of $130,000,000 (collectively, the “Notes”).  The Notes will be issued on or about October 7, 2024 (the “Closing Date”).  Attached as Exhibit 1.1 is the Underwriting Agreement.

On the Closing Date: (a) BMW Manufacturing L.P. (“BMW Manufacturing”), as grantor (in such capacity, the “Grantor”) and UTI beneficiary (in such capacity, the “UTI Beneficiary”) and BNY Mellon Trust of Delaware, formerly known as The Bank of New York (Delaware), as vehicle trustee (the “Vehicle Trustee”), will enter into a 2024-2 Vehicle Trust Supplement, to be dated as of the Closing Date (the “2024-2 Vehicle Trust Supplement”), to the trust agreement, dated as of August 30, 1995, as amended and restated as of September 27, 1996, as further amended as of May 25, 2000 and December 1, 2006 (the “Vehicle Trust Agreement”), among the Grantor, the UTI Beneficiary and the Vehicle Trustee, pursuant to which a SUBI certificate (the “SUBI Certificate”) will be issued to BMW Manufacturing; (b) BMW Manufacturing and BMW LLC will enter into a SUBI Certificate Transfer Agreement, to be dated as of the Closing Date (the “SUBI Certificate Transfer Agreement”), pursuant to which the SUBI Certificate will be transferred by BMW Manufacturing to BMW LLC; (c) BMW LLC and the Trust will enter into an Issuer SUBI Certificate Transfer Agreement, to be dated as of the Closing Date (the “Issuer SUBI Certificate Transfer Agreement”), pursuant to which the SUBI Certificate will be transferred by BMW LLC to the Trust; (d) BMW LLC and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”), will enter into an amended and restated trust agreement of the Trust (the “Amended and Restated Trust Agreement”); (e) Financial Services Vehicle Trust (the “Vehicle Trust”), the UTI Beneficiary and BMW FS, as servicer (in such capacity, the “Servicer”) and sponsor (in such capacity, the “Sponsor”), will enter into a 2024-2 Servicing Supplement, to be dated as of the Closing Date (the “2024-2 SUBI Servicing Supplement”), to the Basic Servicing Agreement, dated as of August 30, 1995 (the “Basic Servicing Agreement”), among the Vehicle Trust, BMW Manufacturing and the Servicer, pursuant to which the leases (the “Specified Leases”) and related leased vehicles (the “Specified Vehicles”) allocated to the SUBI Certificate will be serviced by the Servicer; (f) the Trust, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”), will enter into an Asset Representations Review Agreement, to be dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Specified Leases and Specified Vehicles; (g) the Trust, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee (the “Indenture Trustee”) will enter into an Indenture, to be dated as of the Closing Date (the “Indenture”), pursuant to which the Trust will issue the Notes; (h) BMW FS, as administrator (in such capacity, the “Administrator”), BMW LLC, as depositor, the Trust and the Indenture Trustee will enter into an Administration Agreement, to be dated as of the Closing Date (the “Administration Agreement”), relating to the provision by the Administrator of certain services for the Trust; (i) the Vehicle Trust, BMW Manufacturing, BMW LLC, the Trust and the Indenture Trustee will enter into a Back-Up Security Agreement, to be dated as of the Closing Date (the “Back-Up Security Agreement”), pursuant to which each of the Vehicle Trust, BMW Manufacturing and BMW LLC will grant to the Trust a first priority security interest in certain collateral to secure the Notes; and (j) the Trust, the Indenture Trustee, including in its capacity as secured party, and U.S. Bank National Association, as securities intermediary (the “Securities Intermediary”), will enter into a Control Agreement, to be dated as of the Closing Date (the “Control Agreement”), related to the establishment of “control” pursuant to Article Eight and Nine of the Uniform Commercial Code over certain of the collateral securing the Notes.

This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain agreements to be executed in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.  Attached as Exhibit 4.1 is the form of the Indenture, as Exhibit 10.2 is the form of the 2024-2 Vehicle Trust Supplement, as Exhibit 10.4 is the form of the 2024-2 SUBI Servicing Supplement, as Exhibit 10.5 is the form of the SUBI Certificate Transfer Agreement, as Exhibit 10.6 is the form of the Issuer SUBI Certificate Transfer Agreement, as Exhibit 10.7 is form of the Amended and Restated Trust Agreement, as Exhibit 10.8 is the form of the Issuer Administration Agreement, as Exhibit 10.9 is the form of the Back-Up Security Agreement, as Exhibit 10.10 is the form of the Asset Representations Review Agreement, and as Exhibit 10.11 is the form of the Control Agreement.