Material Agreement Form 8 K

Entry into a Material Definitive Agreement.

A 2024-2 Vehicle Trust Supplement (the "2024-2 Vehicle Trust Supplement") between 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"), 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 certificate representing the beneficial interest in certain vehicle leases and the related leased vehicles (the "SUBI Certificate") was issued to BMW Manufacturing;

A SUBI Certificate Transfer Agreement (the "SUBI Certificate Transfer Agreement") between BMW Manufacturing and BMW LLC, pursuant to which the SUBI Certificate was transferred by BMW Manufacturing to BMW LLC;

An Issuer SUBI Certificate Transfer Agreement (the "Issuer SUBI Certificate Transfer Agreement") between BMW LLC and the Trust, pursuant to which the SUBI Certificate was transferred by BMW LLC to the Trust;

An Amended and Restated Trust Agreement of the Trust (the "Amended and Restated Trust Agreement") between BMW LLC and Wilmington Trust, National Association, as owner trustee (the "Owner Trustee");

A 2024-2 Servicing Supplement (the "2024-2 SUBI Servicing Supplement") among Financial Services Vehicle Trust (the "Vehicle Trust"), the UTI Beneficiary and BMW Financial Services NA, LLC ("BMW FS"), as servicer (in such capacity, the "Servicer") and sponsor (in such capacity, the "Sponsor"), 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 are serviced by the Servicer;

An Asset Representations Review Agreement (the "Asset Representations Review Agreement") among the Trust, the Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the "Asset Representations Reviewer"), relating to the review of certain representations relating to the Specified Leases and Specified Vehicles;

An Indenture (the "Indenture") between the Trust, as issuer, and U.S. Bank Trust Company, National Association, as indenture trustee (the "Indenture Trustee"), pursuant to which the Trust issued the Notes;

An Administration Agreement (the "Administration Agreement") among BMW FS, as administrator (in such capacity, the "Administrator"), BMW LLC, as depositor, the Trust and the Indenture Trustee, relating to the provision by the Administrator of certain services for the Trust;

A Back-Up Security Agreement (the "Back-Up Security Agreement") among the Vehicle Trust, BMW Manufacturing, BMW LLC, the Trust and the Indenture Trustee, pursuant to which each of the Vehicle Trust, BMW Manufacturing and BMW LLC granted to the Trust a first priority security interest in certain collateral to secure the Notes; and

A Control Agreement (the "Control Agreement") among the Trust, the Indenture Trustee, including in its capacity as secured party, and U.S. Bank National Association, as securities intermediary (the "Securities Intermediary"), 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.