Exhibit 3.2

                                                                  EXECUTION COPY














                       LIMITED LIABILITY COMPANY AGREEMENT
                                       FOR
                             BMW FS SECURITIES LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY




<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE


               Article I - Definitions.........................................1

      Section 1.1   Act........................................................1

      Section 1.2   Affiliate..................................................1

      Section 1.3   Bankruptcy.................................................1

      Section 1.4   BMW FS.....................................................2

      Section 1.5   Capital Contribution.......................................2

      Section 1.6   Certificate................................................2

      Section 1.7   Code.......................................................2

      Section 1.8   Company....................................................2

      Section 1.9   Distributable Cash.........................................2

      Section 1.10  Fiscal Year................................................2

      Section 1.11  Independent Directors......................................2

      Section 1.12  LLC Agreement..............................................2

      Section 1.13  Managing Member............................................3

      Section 1.14  Managing Membership Interest...............................3

      Section 1.15  Members....................................................3

      Section 1.16  Membership Interest........................................3

      Section 1.17  Net Profits and Net Losses.................................3

      Section 1.18  Percentage Interest........................................3

      Section 1.19  Permitted Indebtedness.....................................3

      Section 1.20  Person.....................................................3

      Section 1.21  Purchase Agreement.........................................3

      Section 1.22  Receivables................................................3

      Section 1.23  Receivables Corp. .........................................3

      Section 1.24  Regulations................................................4

      Section 1.25  Special Member.............................................4

      Section 1.26  Special Membership Interest................................4

               Article II -Organizational Matters..............................4

      Section 2.1   Formation..................................................4

      Section 2.2   Name.......................................................4


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                                TABLE OF CONTENTS
                                  (continued)
                                                                            PAGE


      Section 2.3   Term.......................................................5

      Section 2.4   Registered Office, Registered Agent; Principal Office......5

      Section 2.5   Address of Members.........................................5

      Section 2.6   Purpose of Company.........................................5

      Section 2.7   Limited Liability Company Interest........................10

               Article III - Capital Contributions............................10

      Section 3.1   Initial Capital Contribution..............................10

      Section 3.2   Additional Capital Contributions..........................10

      Section 3.3   No Interest...............................................10

      Section 3.4   Capital Account...........................................11

      Section 3.5   No Withdrawal of Capital Contribution.....................11

      Section 3.6   No Personal Liability for Return of Capital Contribution..11

      Section 3.7   Negative Balance in Capital Account.......................11

      Section 3.8   Loans.....................................................11

               Article IV - Member............................................11

      Section 4.1   Admission of Additional Members...........................11

      Section 4.2   Resignations..............................................11

      Section 4.3   Transaction With the Company..............................12

      Section 4.4   Remuneration to Member....................................12

      Section 4.5   Voting Rights.............................................12

      Section 4.6   Meetings of the Member....................................12

               Article V - Management And Control Of The Company;
               Limited Liability..............................................12

      Section 5.1   Management of the Company by Member.......................12

      Section 5.2   Powers With Respect to Management of the Company..........12

      Section 5.3   Special Member Powers.....................................12

      Section 5.4   Performance of Duties; Liability of Members...............13

      Section 5.5   Limited Liability.........................................13

               Article VI - Allocations Of Net Profits And Net
               Losses And Distributions.......................................13



                                       ii
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                                TABLE OF CONTENTS
                                  (continued)
                                                                            PAGE


      Section 6.1   Allocations of Net Profits and Net Losses.................13

      Section 6.2   Distributions of the Company..............................13

      Section 6.3   Form of Distribution......................................13

      Section 6.4   Return of Distributions...................................14

               Article VII -Transfer Of Interests.............................14

               Article VIII -Accounting, Records, Reporting By
               Members........................................................14

      Section 8.1   Books and Records.........................................14

      Section 8.2   Delivery to Member and Inspection.........................15

      Section 8.3   Annual Statements.........................................15

      Section 8.4   Filings...................................................15

      Section 8.5   Bank Accounts.............................................15

      Section 8.6   Accounting Decisions and Reliance on Others...............15

      Section 8.7   Tax Matters for the Company Handled by Member.............15

               Article IX - Dissolution And Winding-Up........................16

      Section 9.1   Dissolution...............................................16

      Section 9.2   Winding-Up................................................16

      Section 9.3   Order of Payment of Liabilities Upon Dissolution..........16

      Section 9.4   No Deficit Restoration....................................17

      Section 9.5   Certificate of Cancellation...............................17

      Section 9.6   No Action for Dissolution.................................17

               Article X - Indemnification....................................17

      Section 10.1  Indemnification...........................................17

               Article XI - Miscellaneous.....................................18

      Section 11.1. Complete Agreement........................................18

      Section 11.2  Binding Effect............................................18

      Section 11.3  Parties in Interest.......................................18

      Section 11.4  Pronouns; Statutory References............................18

      Section 11.5  Headings..................................................18

      Section 11.6  References to this LLC Agreement..........................18

      Section 11.7  Severability..............................................18

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                                TABLE OF CONTENTS
                                  (continued)
                                                                            PAGE


      Section 11.8  Additional Documents and Acts.............................18

      Section 11.9  Notices...................................................19

      Section 11.10 Amendments................................................19

      Section 11.11 Multiple Counterparts.....................................19

      Section 11.12 Remedies Cumulative.......................................19

      Section 11.13 Choice of Law.............................................19

      Section 11.14 Federal Income Tax Allocation.............................19
















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                       LIMITED LIABILITY COMPANY AGREEMENT
                                       FOR
                             BMW FS SECURITIES LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY

            This  Limited  Liability  Company  Agreement  is  made  as of and is
effective the 1st day of May, 2001 ("LLC AGREEMENT"),  by BMW Financial Services
NA, LLC, a Delaware limited  liability company ("BMW FS"), as the primary member
and  BMW  FS  Receivables  Corporation,  a  Delaware  Corporation  ("RECEIVABLES
CORP."), as the second member with reference to the following:

                                    RECITALS
                                    --------

            A.    The Certificate of Formation for BMW FS Securities LLC (the
"COMPANY") was filed on February 27, 2001, with the Delaware Secretary of State.

            B.    BMW FS and  Receivables  Corp.  now desire to adopt and
approve a Limited Liability Company Agreement for the Company.

                                    AGREEMENT
                                    ---------

            NOW, THEREFORE,  BMW FS and Receivables Corp., adopt and approve the
LLC  Agreement  for the Company under the laws of the State of Delaware upon the
terms and subject to the conditions of this LLC Agreement.

                            ARTICLE I - DEFINITIONS
                            -----------------------

            When used in this LLC Agreement,  the following terms shall have the
meanings set forth below (terms used in this LLC Agreement  that are not defined
in this  Article  1 shall  have the  meanings  set forth  elsewhere  in this LLC
Agreement or in Section 18-101 of the Act, as defined below):

            Section 1.1   ACT shall mean the Delaware Limited Liability Company
Act (6 Del. C. Section 18-101 et. seq.), as the same may be amended from time to
time.

            Section 1.2   AFFILIATE shall mean a Person or Persons directly or
indirectly, through one or more intermediaries, controlling, controlled by or
under common control with the Person or Persons in question. The term "control",
as used in the immediately preceding sentence, shall mean, with respect to a
Person that is a corporation, the right to exercise, directly or indirectly,
more than 50% of the voting rights attributable to the shares of the controlled
corporation and, with respect to a Person that is not a corporation, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of the controlled Person.

            Section 1.3   BANKRUPTCY means, with respect to any Person, if such
Person (i) makes an assignment for the benefit of creditors, (ii) files a
voluntary petition in bankruptcy, (iii) is adjudged a bankrupt or insolvent, or
has entered against it an order for relief, in any bankruptcy or insolvency
proceedings, (iv) files a petition or answer seeking for itself any


<PAGE>



reorganization, arrangement, composition, readjustment, liquidation or similar
relief under any statute, law or regulation, (v) files an answer or other
pleading admitting or failing to contest the material allegations of a petition
filed against it in any proceeding of this nature, (vi) seeks, consents or to
acquiesces in the appointment of a trustee, receiver or liquidator of the Person
or of all or any substantial part of its properties, or (vii) if 120 days after
the commencement of any proceeding against the Person seeking reorganization,
arrangement, composition, readjustment, liquidation or similar relief under any
statute, law or regulation, if the proceeding has not been dismissed, or if
within 90 days after the appointment without such Person's consent or
acquiescence of a trustee, receiver or liquidator of such Person or of all or
any substantial part of its properties, the appointment is not vacated or
stayed, or within 90 days after the expiration of any such stay, the appointment
is not vacated. The foregoing definition of "Bankruptcy" is intended to replace
and shall supersede and replace the definition of "Bankruptcy" set forth in
Sections 18-101(1) and 18-304 of the Act.

            Section 1.4   BMW FS means BMW Financial Services NA, LLC, a
Delaware limited liability company.

            Section 1.5   CAPITAL CONTRIBUTIONshall mean the total of cash and
other assets contributed to the Company by the Managing Member.

            Section 1.6   CERTIFICATE shall mean the Certificate of Formation of
the Company, filed with the Delaware Secretary of State on February 27, 2001
(which is hereby ratified and approved in all respects), as amended from time to
time.

            Section 1.7   CODE shall mean the Internal Revenue Code of 1986, as
amended from time to time, the provisions of succeeding law, and to the extent
applicable, the Regulations.

            Section 1.8   COMPANY shall mean BMW FS Securities LLC, a Delaware
limited liability company.

            Section 1.9   DISTRIBUTABLE CASH shall mean the amount of cash which
the Managing Member deems available for distribution, taking into account all
the Company's debts, liabilities, and obligations then due (including, without
limitation, any agreement to purchase or sell Receivables) and amounts necessary
to place into reserves for customary and usual claims with respect to the
Company's business.

            Section 1.10   FISCAL YEAR shall mean the Company's fiscal year,
which shall end on December 31st of each year.

            Section 1.11   INDEPENDENT DIRECTORS shall have the meaning set
forth in Section 2.6(c) hereof.

            Section 1.12   LLC AGREEMENT shall mean this Limited Liability
Company Agreement dated as of May 1, 2001, for BMW FS Securities LLC, as
originally executed and as amended from time to time.



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<PAGE>



            Section 1.13   MANAGING MEMBER shall mean BMW FS in its capacity as
a member of the Company or any other Person that succeeds BMW FS in that
capacity, who is hereby appointed and designated as sole "manager" within the
meaning of the Act.

            Section 1.14   MANAGING MEMBERSHIP INTEREST shall mean all of the
Managing Member's right, title and interest in, to and against the Company
(including its limited liability company interest in the Company), including
rights to Distributable Cash of the Company and all other rights of the Managing
Member to participate in the business, affairs and management of the Company,
including without limitation, the right to vote on or grant consent or approval
with respect to matters coming before the Company.

            Section 1.15   MEMBERS shall mean the Managing Member and the
Special Member.

            Section 1.16   MEMBERSHIP INTEREST shall mean the Special Membership
Interest and the Managing Membership Interest.

            Section 1.17   NET PROFITS and NET LOSSES shall mean the net profits
and net losses of the Company for a period (or from a transaction) as determined
in accordance with generally accepted accounting principles, consistently
applied.

            Section 1.18   PERCENTAGE INTEREST shall mean the limited liability
company interest in the Company expressed as a percentage of the total limited
liability company interests outstanding. The Percentage Interest of the Managing
Member is 100.0%. The Percentage Interest of the Special Member is 0.0%.

            Section 1.19   PERMITTED INDEBTEDNESSshall mean the indebtedness
permitted under Section 2.6(b)(iv) hereof.

            Section 1.20   PERSON shall mean any individual, sole
proprietorship, corporation, general partnership, limited partnership, limited
liability company or partnership, joint venture, association, joint stock
company, bank, trust, estate, unincorporated organization, any federal, state,
county or municipal government (or any agency or political subdivision thereof),
endowment fund or any other form of entity.

            Section 1.21   PURCHASE AGREEMENT shall mean any purchase agreement
entered into by the Company with respect to the purchase of Receivables.

            Section 1.22   RECEIVABLES shall have the meaning set forth in
Section 2.6(a)(i) hereof.

            Section 1.23   RECEIVABLES CORP. shall mean BMW FS Receivables
Corporation, a Delaware corporation.



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            Section 1.24   REGULATIONS shall, unless the context clearly
indicates otherwise, mean the regulations currently in force as formal or
temporary that have been issued by the U.S. Department of Treasury pursuant to
its authority under the Code.

            Section 1.25   SPECIAL MEMBER shall mean Receivables Corp. in its
capacity as a member of the Company or any other Person that succeeds
Receivables Corp. in that capacity.

            Section 1.26   SPECIAL MEMBERSHIP INTEREST shall mean the Special
Member's limited right to manage the Company with respect to voting on the
certain matters specified in Section 2.6(d) hereof and the limited right to
manage the Company in the event the Managing Member is the subject of a
bankruptcy proceeding and is incapable of carrying out its management
responsibilities hereunder. The Special Member has no right to any distributions
hereunder and has no economic interest in the Company.

                      ARTICLE II - ORGANIZATIONAL MATTERS
                      -----------------------------------

            Section 2.1   FORMATION. Pursuant to the Act, BMW FS and Norbert
Mayer, as an authorized person within the meaning of the Act, formed a limited
liability company under the laws of the State of Delaware by filing the
Certificate with the Delaware Secretary of State and otherwise complying with
the requirements of the Act for the formation of limited liability companies.
Upon the filing of the Certificate, Norbert Mayer's powers as an authorized
person ceased. The filing of the Certificate of the Company with the Delaware
Secretary of State is hereby ratified and approved in all respects. BMW FS and
Receivables Corp. (and any successors thereto as Members) are each hereby
designated an authorized person, within the meaning of the Act, to execute,
deliver and file with the Delaware Secretary of State any amendments and/or
restatements of the Certificate of the Company. Without the need for the consent
of any Person, BMW FS is hereby admitted to the Company as the Managing Member
of the Company and Receivables Corp. is hereby admitted to the Company as the
Special Member of the Company. The rights and liabilities of each Member shall
be determined pursuant to the Act and this LLC Agreement. To the extent that the
rights or obligations of each Member are different by reason of any provision of
this LLC Agreement than they would be in the absence of such provision, this LLC
Agreement shall control, to the extent permitted by the Act.

            Section 2.2   NAME. The name of the Company shall be "BMW FS
SECURITIES LLC". The business of the Company may be conducted under that name
or, upon compliance with applicable laws, any other name that the Managing
Member deems appropriate or advisable. The Managing Member shall qualify the
Company to do business in New Jersey and shall file any qualification
instruments and fictitious name certificates and similar filings, and any
amendments thereto, as necessary to qualify the Company to conduct business in
the State of New Jersey or which the Managing Member otherwise considers
appropriate or advisable in accordance with Article 5 of this LLC Agreement.



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            Section 2.3   TERM. The term of the Company shall commence from the
date as set forth in the introductory paragraph and shall continue until
dissolution of the Company, as hereinafter provided.

            Section 2.4   REGISTERED OFFICE, REGISTERED AGENT; PRINCIPAL OFFICE.
The Company shall continuously maintain a registered office and registered agent
in the State of Delaware as required by the Act. At the time of its formation,
the registered office and registered agent of the Company in Delaware is The
Corporation Trust Company, Corporation Trust Center, 1209 Orange Street,
Wilmington, County of New Castle, Delaware 19801. In addition, the Company shall
maintain its principal office at 300 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07677, or at such other place as the Managing Member may determine. The
registered office, registered agent and principal office of the Company may be
changed at any time and from time to time by the Managing Member.

            Section 2.5   ADDRESS OF MEMBERS. The address of BMW FS as the
initial Managing Member as of the date of this LLC Agreement is 300 Chestnut
Ridge Road, Woodcliff, New Jersey 07677, Attention: General Counsel. The address
of Receivables Corp. as the initial Special Member as of the date of this LLC
Agreement is 300 Chestnut Ridge Road, Woodcliff, New Jersey 07677, Attention
General Counsel. Any successor Member who is admitted shall notify BMW FS,
Receivables Corp. and the Company of its address upon admission as a member of
the Company. Each Member shall provide notice of a change in its address to the
Managing Member and the Company.

            Section 2.6   PURPOSE OF COMPANY.

                  (a)   The nature of the business or purposes to be conducted
or promoted by the Company is to engage solely in the following activities:

                        (i)   to acquire from time to time all right, title and
interest in and to receivables or leases arising out of or relating to the
financing, sale or lease of new or used motor vehicles or industrial equipment,
including automobiles, sports utility vehicles, light and heavy duty trucks,
motorcycles and recreational vehicles, monies due thereunder, security interests
in the motor vehicles or equipment financed thereby, proceeds from claims on
insurance policies related thereto, and related rights (collectively,
"RECEIVABLES");

                        (ii)  to acquire, own, hold, service, sell, assign,
pledge and otherwise deal with the Receivables, collateral securing the
Receivables, related insurance policies, agreements with motor vehicle or
equipment dealers or lessors or other obligors, originators or servicers of
Receivables and any proceeds or further rights associated with any of the
foregoing;

                        (iii) to transfer Receivables to corporations, trusts
(the "TRUSTS") or other entities (each a "TRANSFEREE") pursuant to one or more
receivables purchase agreements, pooling and servicing agreements, sale and


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servicing agreements or other agreements (the "AGREEMENTS") to be entered into
by and among, among others, the Company, the Transferee named therein and any
entity acting as collection agent or servicer of the Receivables;

                        (iv)  to sell Receivables to, or to finance ownership of
Receivables through, one or more Transferees established to fund the transfer of
Receivables through the issuance of commercial paper notes (such Transferee's
commercial paper notes issued to fund such Receivables, the "COMMERCIAL PAPER")
pursuant to one or more Agreements to be entered into by and among, among
others, the Company, such Transferee and any entity acting as collection agent
or servicer of the Receivables;

                        (v)   to authorize, sell and deliver, or to participate
in the issuance and sale of, any class of certificates or other securities
(collectively, the "CERTIFICATES") issued by a Trust or other Transferee under
the related Agreements;

                        (vi)  to acquire certificates or other interests
(including special units of beneficial interest) issued by one or more trusts
owning (or established to acquire) Receivables directly or indirectly;

                        (vii) to issue, sell, authorize and deliver, or to
participate in the issuance and sale of, one or more series and classes of
bonds, notes or other evidence of indebtedness secured or collateralized by one
or more pools of Receivables or by certificates of any class issued by one or
more trusts including certificates of any class issued by a trust established,
or interests in which are acquired, by BMW FS or Receivables Corp.
(collectively, the "NOTES");

                       (viii) to hold and enjoy all of the rights and
privileges of any Certificates issued by the Trusts to the Company under the
related Agreements and to hold and enjoy all of the rights and privileges of any
class of any series of Notes, or Certificates, including any class of Notes or
Certificates which may be subordinate to any other class of Notes or
Certificates, respectively;

                        (ix)  to perform its obligations under the Agreements
and any indenture or other agreement (each, an "INDENTURE") pursuant to which
any Certificates or Notes are issued; and

                        (x)   transact any and all lawful business that is
reasonably necessary, proper or incidental or convenient to the conduct,
promotion or attainment or for the furtherance of the purposes, activities and
businesses described in this Section 2.6(a) and for the protection of the
Company. In furtherance of such purposes, the Company shall have the power, and
is hereby authorized to buy and sell Receivables.

                  (b)   Notwithstanding any other provision of this LLC
Agreement to the contrary, and any provision of law that otherwise so empowers
the Company, the Company shall not do any of the following:



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                        (i)   own any asset or property other than (A) the
Receivables, and (B) incidental personal and intangible property relating to the
ownership of the Receivables;

                        (ii)  engage in any business other than those set forth
in subsection (a) above;

                        (iii) enter into any contract or agreement with any
Affiliate of the Company, any constituent party of the Company, or any Affiliate
of any constituent party, except in the ordinary course of business and upon
terms and conditions that are substantially similar to those that would be
available on an arms-length basis with third parties;

                        (iv)  incur any indebtedness, or assume or guarantee any
indebtedness of any other entity, secured or unsecured, direct or indirect,
absolute or contingent other than any indebtedness to BMW FS or any Affiliate
thereof incurred in connection with the acquisition of Receivables, which
indebtedness shall be subordinated to all other obligations of the Company and
shall be nonrecourse debt of the Company, except with respect to proceeds of the
Receivables in excess of such proceeds necessary to pay all obligations in
relation to the Commercial Paper, Certificates or Notes ("EXCESS PROCEEDS"), and
shall not constitute a claim against the Company to the extent that Excess
Proceeds are insufficient to pay such indebtedness (provided that such
indebtedness is also expressly authorized by the Special Member, including all
of its Independent Directors), or endeavor to obtain credit or incur any other
obligations (other than with respect to Receivables) to any Person based on the
assets of any Person other than itself or pledge its assets for the benefit of
any other Person; or fail to correct promptly any known misunderstanding with
respect to the foregoing;

                        (v)   become insolvent or not pay its debts and
liabilities (including operating expenses, employment and overhead expenses)
from its assets as the same shall become due;

                        (vi)  fail to do or cause to be done all things
necessary to observe organizational formalities and preserve its existence, or
amend, modify, or otherwise change the organizational documents of the Company
without the prior written authorization of all its Members, including that of
all the Independent Directors of the Special Member;

                        (vii) fail to maintain all of its books, records, and
bank accounts separate from those of its Affiliates and any constituent party or
fail to prepare separate financial statements (even if consolidated financial
statements are also prepared) audited by independent certified public
accountants, and file its own tax returns (except to the extent consolidation is
required as a matter of law);

                       (viii) fail to hold itself out to the public as a legal
entity separate and distinct from any other Person (including any of its
Affiliates, any of its constituent parties, or any Affiliate of any constituent



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party), fail to conduct business in its own name or fail to maintain and utilize
separate invoices and checks;

                        (ix)  fail to maintain adequate capital, taking into
account anticipated excess interest income on assets over interest expense in
liabilities, in light of its contemplated business purpose;

                        (x)   commingle or pool Company funds and assets with
those of any other Person;

                        (xi)  fail to maintain its assets in such a manner that
it will not be costly or difficult to segregate, ascertain or identify its
individual assets from those of any Affiliate or constituent party or any
Affiliate of any constituent party or any other Person;

                        (xii) hold itself out to be responsible for or guaranty
the debts or obligations of any other Person;

                        (xiii) seek to merge into or consolidate with any Person
or, subject to Section 9.1 hereof, dissolve (in whole or in part), wind up (in
whole or in part), terminate, convert to a different form of business
association (or otherwise change its legal structure) including, but not limited
to, transfer of the limited liability company interests of any Member, in whole
or in part, or liquidate (in whole or in part), transfer or otherwise dispose of
all or substantially all of its assets, unless:

                        (A)   the entity (if other than the Company) formed or
      surviving the consolidation or merger or which acquires the properties and
      assets of the Company is organized and existing under the laws of the
      State of Delaware, expressly assumes the due and punctual payment of, and
      all obligations of the Company, including those obligations of the Company
      under any Agreement and any Indenture, and has a certificate of
      incorporation, limited liability company agreement or other controlling
      document containing provisions identical to the provision of this Section
      2.6; and

                        (B)   immediately after giving effect to the
      transaction, no default or event of default has occurred and is continuing
      under any indebtedness of the Company or any agreements relating to such
      indebtedness; and

                        (C)   the entity (if other than the Company) formed or
      surviving the consolidation or merger or which acquires the properties and
      assets of the Company agrees that (i) it shall maintain its funds or
      assets as identifiable and not commingle its funds or assets with those of
      any direct or ultimate parent of such entity and pay from its assets all
      obligations and indebtedness of any kind incurred by it, (ii) it shall
      maintain separate bank accounts, company records and books of account from
      those of any direct or ultimate parent of such entity and (iii) the
      business affairs of such entity will be managed by or under the direction
      of its Board of Directors, Managing Board, Managing Member, or other


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<PAGE>



      governing board and it will conduct its business from an office separate
      from any direct or ultimate parent of such entity; and

                        (D)   the organizational and constituent documents and
      the surviving entity's organizational documents continue to have
      provisions identical to the provisions of this Section 2.6;

                        (xiv) file or consent to the filing of any petition,
either voluntary or involuntary, for insolvency, bankruptcy, liquidation,
receivership, or reorganization under any laws or regulations, or make an
assignment for the benefit of creditors or, except as required by law, admit in
writing its inability to pay its debts as they come due, except as contemplated
by Section 2.6(d) of this LLC Agreement;

                        (xv)  take any action that could reasonably be expected
to cause the Company to be treated as an association taxable as a corporation
for federal, state or local tax purposes, or

                        (xvi) fail to fairly allocate and apportion any overhead
(including costs of office space, utilities and routine services) or other
expenses (including employee salaries and benefits) shared between the Company
and any other Person.

            Failure of the Company to comply with any of the foregoing
restrictions shall not affect the status of the Company as a separate legal
entity or adversely affect the limited liability of a Member.

                  (c)   The Special Member of the Company shall at all times,
except as noted hereafter, cause there to be at least one duly appointed
director of its Board of Directors who is an independent director (an
"INDEPENDENT DIRECTOR") who is not (i) a director, officer or employee of any
affiliate of the Company; (ii) a person related to any officer or director of
any affiliate of the Company; (iii) a holder (directly or indirectly) of more
than 10% of any voting securities of any affiliate of the Company; or (iv) a
person related to a holder (directly or indirectly) of more than 10% of any
voting securities of any affiliate of the Company; and in the event of the
death, incapacity, resignation or removal of all Independent Directors, the
Board of Directors shall promptly appoint an Independent Director for each
Independent Director whose death, incapacity, resignation or removal caused the
related vacancy on the Board of Directors, provided, however, that the Board of
Directors shall not vote on any matter unless and until at least one Independent
Director has been duly appointed to serve on the Board of Directors.

                  (d)   Notwithstanding any other provision of this LLC
Agreement or the Certificate or of law that otherwise so empowers the Company,
the Company shall not, without the unanimous affirmative vote of all of the
Members, which vote must include the vote of all of the Independent Directors of
the Special Member, take any of the following actions: (i) to the fullest extent
permitted by law, the dissolution, winding up, liquidation, consolidation,
conversion to another form of business association, or change in the legal


                                       9
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structure of the Company including, but not limited to, transfer of the limited
liability company interests of any Member in whole or in part, or the merger of
the Company; (ii) the engagement by Company in any business other than as
specified in Section 2.6(a); or (iii) the amendment or modification of this
Section 2.6. Notwithstanding another provision of this LLC Agreement or the
Certificate or of law that otherwise so empowers the Company, the Company shall
not, without the unanimous affirmative vote of all of the Members, which vote
must include the vote of all of the Independent Directors of the Special Member,
take any of the following actions: (A) institute proceedings to be adjudicated
bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency
proceedings against it, or file a petition seeking or consenting to
reorganization or relief under any applicable federal or state law relating to
bankruptcy, or consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or other similar official) of the Company or a
substantial part of its property, or make any assignment for the benefit of
creditors, or except as required by law, admit in writing its inability to pay
its debts generally as they become due, or take Company action in furtherance of
any such action; or (B) the material amendment or modification of any provision
of this LLC Agreement (other than this Section 2.6, amendment of which by the
Company is prohibited by the prior sentence of this Section 2.6(d)) or the
Certificate; and any purported action of the Company which violates this
sentence shall be void ab initio and of no force or effect.

                  (e)   The Company shall have no liabilities, contingent or
otherwise, other than the Permitted Indebtedness.

            Section 2.7   LIMITED LIABILITY COMPANY INTEREST. BMW FS shall, on
the execution hereof, sell, transfer or contribute to the Company from time to
time all its right, title and interest in and to a pool of Receivables and
related assets in a related Purchase Agreement (a "TRANSACTION"). BMW FS will
represent, warrant and covenant in each Purchase Agreement to the Company that
the Receivable sold thereby will be free and clear of all liens and
encumbrances, except for those which constitute Permitted Indebtedness and that
the sale, transfer or contribution of the Receivables and related assets and the
consummation of the transactions contemplated by this LLC Agreement and the
related Purchase Agreement were duly authorized.

                      ARTICLE III - CAPITAL CONTRIBUTIONS
                      -----------------------------------

            Section 3.1   INITIAL CAPITAL CONTRIBUTION. The Managing Member
shall, on the execution hereof, contribute $100.00 to the Company. The Managing
Member shall execute any additional assignments and documents necessary to
evidence the foregoing assignment to Company.

            Section 3.2   ADDITIONAL CAPITAL CONTRIBUTIONS. The Managing Member
may contribute additional capital to the Company in such amounts and at such
times as Managing Member shall determine in its sole and absolute discretion.

            Section 3.3   NO INTEREST. The Managing Member shall not be entitled
to receive interest on any Capital Contributions.



                                       10
<PAGE>



            Section 3.4   CAPITAL ACCOUNT. The Company shall establish and
maintain a capital account for the Managing Member to which it shall credit the
amount of its Capital Contributions and Net Profits of the Company from time to
time and to which it shall charge the Managing Member's share of distributions
and Net Losses. The initial capital account of the Managing Member shall be
equal to $100.00.

            Section 3.5   NO WITHDRAWAL OF CAPITAL CONTRIBUTION. Except as
otherwise provided in this LLC Agreement, the Managing Member shall not withdraw
any Capital Contributions without the consent of all the Members. The Managing
Member shall not receive any drawing with respect to its Capital Contributions
except as otherwise provided in this LLC Agreement.

            Section 3.6   NO PERSONAL LIABILITY FOR RETURN OF CAPITAL
CONTRIBUTION. Notwithstanding anything to the contrary contained herein, no
Member shall be personally liable for the return of Capital Contributions or the
return of any additions to the capital accounts of the other Members or the
return of any portion of such Capital Contributions or capital account, it being
expressly agreed that any return of Capital Contributions as may be made at any
time, or from time to time, shall be made solely from the assets of the Company
and only in accordance with the term hereof.

            Section 3.7   NEGATIVE BALANCE IN CAPITAL ACCOUNT. Except as may be
required by law, at no time during the term of the Company, or upon the
dissolution or liquidation thereof, shall the Managing Member have any
obligation to the Company or any other Member to restore any negative balance in
its capital account.

            Section 3.8   LOANS. The Managing Member may, but shall not be
required to, make loans to the Company and in respect of such loans shall be
treated as a creditor of the Company. Such loans shall be repaid as and when the
Company has funds available therefor, and such loans and interest thereon (at
rates to be agreed upon by the Managing Member and the Company) shall constitute
obligations of the Company. Any such loan shall not increase the Managing
Member's capital account, entitle the Managing Member to any increase in its
share of the Net Profits or to any greater proportion of Net Losses which the
Company may sustain.

                              ARTICLE IV - MEMBER
                              -------------------

            Section 4.1   ADMISSION OF ADDITIONAL MEMBERS. No additional members
shall be admitted to the Company without the unanimous agreement of all the
Members, it being the intent of the Members that the Company shall at all times
be a two member limited liability company. Without the need for the consent of
any Person, upon a transfer of the limited liability company interest in
accordance with this LLC Agreement the transferee shall be deemed admitted as a
member of the Company upon the effective date of, and immediately prior to, such
transfer.

            Section 4.2   RESIGNATIONS. The Members shall not resign as the
members of the Company.



                                       11
<PAGE>



            Section 4.3   TRANSACTION WITH THE COMPANY. Subject to any
limitations set forth in this LLC Agreement, including without limitation,
Section 2.6 hereof, the Managing Member may lend money to, act as a surety,
guarantor or endorser for, guarantee or assume one or more obligations of,
provide collateral for, and transact other business with the Company. Subject to
this LLC Agreement and applicable law, the Managing Member has the same rights
and obligations with respect to any transaction with Company as a person or
entity who is not a member or manager.

            Section 4.4   REMUNERATION TO MEMBER. Except as otherwise authorized
in or pursuant to this LLC Agreement, the Members are not entitled to
remuneration for acting on Company business.

            Section 4.5   VOTING RIGHTS. Except as expressly modified in this
LLC Agreement, each Member shall have the voting, approval and consent rights
provided in the Act.

            Section 4.6   MEETINGS OF THE MEMBER. No annual or regular meeting
of the Members is required.

      ARTICLE V - MANAGEMENT AND CONTROL OF THE COMPANY; LIMITED LIABILITY
      --------------------------------------------------------------------

            Section 5.1   MANAGEMENT OF THE COMPANY BY MEMBER. The business,
property and affairs of the Company shall be managed solely by or under the
direction of the Managing Member and all powers of the Company shall be
exercised by or under the direction of Managing Member, except only for the
powers which require the vote of the Special Member under this Article 5. The
Managing Member shall conduct the affairs of the Company in the best interest of
the Company and the Members, including the safekeeping and use of all Company
funds for the benefit of the Company and the Members.

            Section 5.2   POWERS WITH RESPECT TO MANAGEMENT OF THE COMPANY.
Subject to the limitations set forth in Section 2.6 and in Section 5.3 or
expressly provided elsewhere in this LLC Agreement, the Managing Member shall
have all necessary powers to manage and carry out the management of the Company
and the power to sign contracts and obligations on behalf of the Company,
including without limitation, the power to exercise on behalf and in the name of
the Company all of the powers of a manager described in the Act. The Managing
Member, in its capacity as a manager of the Company, has the authority to bind
the Company. Except as otherwise provided herein, the Special Member, in its
capacity as a member of the Company, does not have the authority to bind the
Company. Notwithstanding any other provision of this LLC Agreement, the Company,
and the Managing Member on behalf of the Company, may execute, enter into and
perform such agreements as are necessary to carry out the purposes of the
Company without any further act, vote or approval.

            Section 5.3   SPECIAL MEMBER POWERS. Subject to the terms of the Act
and as otherwise provided under this Section 5, the Company shall be managed by
the Special Member to the extent, and only to the extent, of the matters
described in Section 2.6(d) hereof, and any action taken by the Special Member


                                       12
<PAGE>



to approve or ratify any action described in Section 2.6(d) shall require the
unanimous approval of all the Members (including all the Independent Directors
of the Special Member). The Special Member shall consider the interests of the
Company, including its creditors in acting or otherwise voting on the matters
referred to in Section 2.6(d). The Special Member is hereby designated as a
manager within the meaning of the Act but shall have only the rights and powers
as are set forth in this Section 5.3 and shall not have the authority to bind
the Company.

            Section 5.4   PERFORMANCE OF DUTIES; LIABILITY OF MEMBERS. Neither
the Managing Member nor the Special Member shall be liable to Company for any
loss or damage sustained by Company, unless the loss or damage shall have been
the result of an act performed, or omitted to be performed, in bad faith or with
gross negligence or willful misconduct by the Managing Member or by the Special
Member, as the case may be. To the extent that, at law or in equity, the
Managing Member or the Special Member has duties (including fiduciary duties)
and liabilities relating thereto to the Company or to the other Member, the
Managing Member and the Special Member acting under this LLC Agreement shall not
be liable to the Company or to the other Member for its good faith reliance on
the provisions of this LLC Agreement. The provisions of this LLC Agreement, to
the extent that they restrict the duties and liabilities of the Managing Member
or the Special Member otherwise existing at law or in equity, are agreed by the
parties hereto to replace, to the fullest extent permitted by law, such other
duties and liabilities of the Managing Member and the Special Member.

            Section 5.5   LIMITED LIABILITY. Except as otherwise required by the
Act, the debts, obligations and liabilities of the Company, whether arising in
contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and neither the Managing Member nor the Special
Member shall be obligated personally for any such debt, obligation or liability
of the Company solely by reason of being a manager or member of the Company.

    ARTICLE VI - ALLOCATIONS OF NET PROFITS AND NET LOSSES AND DISTRIBUTIONS
    ------------------------------------------------------------------------

            Section 6.1   ALLOCATIONS OF NET PROFITS AND NET LOSSES. Net Profits
and Net Losses shall be allocated solely to the Managing Members as the holder
of 100% of the Percentage Interest.

            Section 6.2   DISTRIBUTIONS OF THE COMPANY. Distributable Cash shall
be distributed solely to the Managing Member. All such distributions shall be
made only to the Person who, according to the books and records of the Company,
is the holder of record of the Managing Membership Interest in respect of which
such distributions are made on the actual date of distribution. Notwithstanding
any provision to the contrary contained in this LLC Agreement, the Company shall
not make a distribution which would violate the Act or other applicable law.
Neither the Company nor the Managing Member shall incur any liability for making
distributions in good faith in accordance with Section 2.6 and this Section 6.2.



                                       13
<PAGE>



            Section 6.3   FORM OF DISTRIBUTION. The Managing Member has no right
to demand and receive any distribution from the Company in any form other than
money. Except upon a dissolution and winding-up of the Company, the Managing
Member may not be compelled to accept from the Company a distribution of any
asset in kind.

            Section 6.4   RETURN OF DISTRIBUTIONS. Except for distributions made
in violation of the Act, other applicable law, or this LLC Agreement, the
Managing Member shall not be obligated to return any distribution to the Company
or pay the amount of any distribution for the account of the Company or to any
creditor of the Company. The amount of any distribution returned to the Company
by the Managing Member or paid by the Managing Member for the account of the
Company or to a creditor of the Company shall be added to the account or
accounts from which it was subtracted when it was distributed to the Managing
Member.

                      ARTICLE VII - TRANSFER OF INTERESTS
                      -----------------------------------

            Subject  to  Section  2.6,  the  Members  shall not be  entitled  to
directly or indirectly  transfer,  assign,  convey, sell, encumber or in any way
alienate all or any part of their  Membership  Interest (a  "TRANSFER").  To the
fullest extent permitted by law,  transfers in violation of this Article 7 shall
be null and void ab initio.

            ARTICLE VIII - ACCOUNTING, RECORDS, REPORTING BY MEMBERS
            --------------------------------------------------------

            Section 8.1   BOOKS AND RECORDS. The books and records of the
Company shall be kept, and the financial position and the results of its
operations recorded, in accordance with generally accepted accounting principles
or such other commonly accepted accounting methods, consistently applied, as may
be selected by the Managing Member from time to time. The books and records of
the Company shall reflect all the Company transactions and shall be appropriate
and adequate for the Company's business. The Company shall maintain at its
principal office all of the following:

            (1)   MEMBERS. A record of the full name and last known business
address of each Member, together with the capital account, Capital
Contributions, and Percentage Interest of such Member;

            (2)   CERTIFICATE. A copy of the Certificate and any and all
amendments thereto together with executed copies of any powers of attorney
pursuant to which the Certificate or any amendments thereto have been executed;

            (3)   TAX RETURNS. Copies of the Company's federal, state, and local
income tax or information returns and reports, if any;

            (4)   LLC AGREEMENT. A copy of this LLC Agreement and any and all
amendments thereto together with executed copies of any powers of attorney
pursuant to which this LLC Agreement or any amendments thereto have been
executed;



                                       14
<PAGE>



            (5)   FINANCIAL STATEMENTS. Copies of the financial statements of
the Company, if any, for the six (6) most recent Fiscal Years (but if for less
than six (6) years, then for the number of Fiscal Years the Company has been in
existence); and

            (6)   BOOKS AND RECORDS. The Company's books and records as they
relate to the affairs of the Company (including, without limitation, accounting
records, leases, contracts and other agreements) for at least the current and
past six (6) Fiscal Years (but if for less than six (6) years, then for the
number of Fiscal Years the Company has been in existence).

            Section 8.2   DELIVERY TO MEMBER AND INSPECTION. Each Member has the
right to inspect and copy during normal business hours any of the Company
records described in Sections 8.1(1) through (6).

            Section 8.3   ANNUAL STATEMENTS. The Managing Member shall cause to
be prepared at least annually, at the Company's expense, information necessary
for the preparation of each Member's federal and state income tax returns.
Within ninety (90) days after the end of each Fiscal Year, such information as
is necessary to complete federal and state income tax or information returns
shall be made available to each Member, and a copy of the Company's federal,
state, and local income tax or information returns, if any, for that year.

            Section 8.4   FILINGS. The Managing Member, at the Company's
expense, shall cause the income tax and information returns, if any, for the
Company to be prepared and timely filed with the appropriate authorities. The
Managing Member, at the Company's expense, shall also cause to be prepared and
timely filed, with appropriate federal and state regulatory and administrative
bodies, amendments to or restatements of the Certificate and all reports
required to be filed by the Company with those entities under the Act or other
then current applicable laws, rules, and regulations.

            Section 8.5   BANK ACCOUNTS. Subject to the requirements under
Section 2.6 of this LLC Agreement, the Managing Member shall maintain the funds
of the Company in one or more separate bank accounts.

            Section 8.6   ACCOUNTING DECISIONS AND RELIANCE ON OTHERS. All
decisions as to accounting matters, except as otherwise specifically set forth
herein, shall be made by the Managing Member. The Managing Member may rely upon
the advice of its accountants as to whether such decisions are in accordance
with generally accepted accounting principles or other accounting methods
appropriate for the Company and authorized hereby.

            Section 8.7   TAX MATTERS FOR THE COMPANY HANDLED BY MEMBER. The
Managing Member shall from time to time cause the Company to make such tax
elections, if any, as it deems to be in the best interests of the Company and
the Members. The Managing Member shall be the "TAX MATTERS PARTNER" as defined
in Code Section 6231, shall represent the Company (at the Company's expense) in
connection with all examinations of the Company's affairs by tax authorities,
including resulting judicial and administrative proceedings, and shall expend


                                       15
<PAGE>



the Company funds for professional services and costs associated therewith. The
Managing Member shall oversee the Company tax affairs in the overall best
interests of the Company and the Members.

                    ARTICLE IX - DISSOLUTION AND WINDING-UP
                    ---------------------------------------

            Section 9.1   DISSOLUTION

                  (a)   The Company shall be dissolved, and its affairs shall be
wound up upon the first to occur of the following: (i) the termination of the
legal existence of the last remaining Member of the Company or the occurrence of
any other event which terminates the continued membership of the last remaining
Member of the Company in the Company unless the Company is continued in a manner
permitted by this LLC Agreement or the Act, (ii) the entry of a decree of
judicial dissolution under Section 18-802 of the Act or (iii) the unanimous
written consent of the Members subject to Section 2.6(d). Upon the occurrence of
any event that causes the last remaining Member of the Company to cease to be a
member of the Company, to the fullest extent permitted by law, the personal
representative of such member is hereby authorized to and shall, within 90 days
after the occurrence of the event that terminated the continued membership of
such Member in the Company, agree in writing (i) to continue the Company and
(ii) to the admission of the personal representative or its nominee or designee,
as the case may be, as a substitute Member of the Company, effective as of the
occurrence of the event that terminated the continued membership of the last
remaining Member of the Company in the Company.

                  (b)   Notwithstanding any other provision of this LLC
Agreement, the Bankruptcy of a Member (including the Special Member) shall not
cause such Member (including the Special Member) to cease to be a Member of the
Company and upon the occurrence of such an event, the business of the Company
shall continue without dissolution.

            Section 9.2   WINDING-UP. Upon the dissolution of the Company, the
Company shall continue solely for the purpose of winding-up its affairs in an
orderly manner, liquidating its assets, and satisfying the claims of its
creditors. The Managing Member shall be responsible for overseeing the
winding-up and liquidation of the Company, shall take full account of the
liabilities of the Company and its assets, shall either cause its assets to be
sold or distributed (as provided in Section 9.3 hereof), and if sold (as
promptly as is consistent with obtaining the fair market value thereof) shall
cause the proceeds therefrom, to the extent sufficient therefor, to be applied
and distributed as provided in Section 9.3 hereof.

            Section 9.3   ORDER OF PAYMENT OF LIABILITIES UPON DISSOLUTION. Upon
dissolution, the assets of the Company shall be liquidated, and the proceeds
from such liquidation shall be allocated and distributed in the following order
of priority:

                  (a)   First, to the satisfaction of creditors of the Company,
including the Managing Member if a creditor, to the extent otherwise permitted


                                       16
<PAGE>



by law, in satisfaction of the liabilities of the Company (whether by payment or
the making of reasonable provision for payment thereof);

                  (b)   Second, to the satisfaction of all debts, liabilities
and other obligations owed to the Managing Member and not paid pursuant to
clause (a) above (whether by payment or the making of reasonable provision for
payment thereof); and

                  (c)   The balance to the Managing Member.

            Section 9.4   NO DEFICIT RESTORATION. If, upon liquidation, the
Managing Member has a deficit balance in its capital account, after taking into
account all capital account adjustments for the Company's Fiscal Year during
which liquidation occurs, neither the Managing Member nor the Special Member
shall have any obligation to contribute cash to the capital of the Company to
restore such deficit balance.

            Section 9.5   CERTIFICATE OF CANCELLATION. The Managing Member shall
cause to be filed in the office of, and on a form prescribed by, the Delaware
Secretary of State, a certificate of cancellation of the Certificate upon
completion of the winding-up of the affairs of the Company to terminate the
Company. The existence of the Company as a separate legal entity shall continue
until the cancellation of the Certificate as provided in the Act.

            Section 9.6   NO ACTION FOR DISSOLUTION. To the fullest extent
permitted by law, neither the Managing Member nor the Special Member shall take
any voluntary action that directly or indirectly causes a dissolution of the
Company. The Members acknowledge that irreparable damage would be done to the
goodwill and reputation of the Company if the Members should bring an action in
court to dissolve the Company under circumstances where dissolution is not
required by Section 9.1.

            This  LLC  Agreement  has  been  drawn  carefully  to  provide  fair
treatment of all parties and equitable  payment in liquidation of the Membership
Interests.  Accordingly,  to the fullest  extent  permitted by law,  each Member
hereby  waives and  renounces  its right to  initiate  legal  action to seek the
appointment  of a  receiver  or trustee to  liquidate  the  Company or to seek a
decree of judicial  dissolution of the Company  (including,  but not limited to,
any right which any Member may have under Section 18-802 of the Act).

                          ARTICLE X - INDEMNIFICATION
                          ---------------------------

            Section 10.1   INDEMNIFICATION. The Company shall defend, indemnify
and save harmless each Member (including in its capacity as Managing Member or
Special Member) from and against all claims, losses, damages, cost, expense,
demands, liabilities, obligations, liens, encumbrances, rights of action or
attorneys' fees ("CLAIMS") sustained by reason of any act performed, or omitted
to be performed, in good faith and without gross negligence or willful
misconduct, within the scope of its authority expressly conferred by this LLC
Agreement, to the fullest extent permitted by applicable law in effect on the
date hereof and to such greater extent as applicable law may hereafter from time
to time permit, to the extent of available funds, otherwise it shall be


                                       17
<PAGE>



subordinated. Such indemnity shall not be construed to limit or diminish the
coverage of each Member under any insurance obtained by the Company. Payment
shall not be a condition precedent to any indemnification provided in this LLC
Agreement.

                           ARTICLE XI - MISCELLANEOUS
                           --------------------------

            Section 11.1  COMPLETE AGREEMENT. This LLC Agreement and the
Certificate constitute the complete and exclusive statement of agreement of the
Members with respect to the subject matter herein and therein and replace and
supersede all prior written and oral agreements or statements by the Members. No
representation, statement, condition or warranty not contained in this LLC
Agreement or the Certificate will be binding on any Member or has any force or
effect whatsoever.

            Section 11.2  BINDING EFFECT. Subject to the provisions of this LLC
Agreement relating to transferability, this LLC Agreement will be binding upon
and inure to the benefit of each Member, and its respective successors and
assigns.

            Section 11.3  PARTIES IN INTEREST. Except as expressly provided in
the Act or in this LLC Agreement, nothing in this LLC Agreement shall confer any
rights or remedies under or by reason of this LLC Agreement on any Person other
than each Member and its successors and assigns nor shall anything in this LLC
Agreement relieve or discharge the obligation or liability of any third Person
to the Company or any party to this LLC Agreement, nor shall any provision
hereof give any third Person any right of subrogation or action over or against
Company or any party to this LLC Agreement.

            Section 11.4  PRONOUNS; STATUTORY REFERENCES. All pronouns and all
variations thereof shall be deemed to refer to the masculine, feminine, or
neuter, singular or plural, as the context in which they are used may require.
Any reference to the Code, the Regulations, the Act, or other statutes or laws
will include all amendments, modifications, or replacements of the specific
sections and provisions concerned.

            Section 11.5  HEADINGS. All headings herein are inserted only for
convenience and ease of reference and are not to be considered in the
construction or interpretation of any provision of this LLC Agreement.

            Section 11.6  REFERENCES TO THIS LLC AGREEMENT. Numbered or lettered
articles, sections and subsections herein contained refer to articles, sections
and subsections of this LLC Agreement unless otherwise expressly stated.

            Section 11.7  SEVERABILITY. If any provision of this LLC Agreement
or the application of such provision to any Person or circumstance shall be held
invalid, the remainder of this LLC Agreement or the application of such
provision to Persons or circumstances other than those to which it is held
invalid shall not be affected thereby.

            Section 11.8  ADDITIONAL DOCUMENTS AND ACTS. The Members agree to
execute and deliver such additional documents and instruments and to perform
such additional acts as may be necessary or appropriate to effectuate, carry out


                                       18
<PAGE>



and perform all of the terms, provisions, and conditions of this LLC Agreement
and the transactions contemplated hereby.

            Section 11.9  NOTICES. Any notice which the Company or the Managing
Member or Special Member is required or may desire to give the others shall be
in writing and may be personally delivered or given by United States registered
or certified mail, return receipt requested, addressed as provided under Section
2.5 above (subject to the right of such Person to designate a different address
for itself by notice similarly given). Any notice so given by United States mail
shall be deemed to have been given on the third day after the same is deposited
in the United States mail as a registered or certified matter, return receipt
requested, addressed as above provided, with postage thereon fully prepaid. Any
notice not given by registered or certified mail as aforesaid shall be deemed to
be given upon actual receipt of the same by the Person to whom the same is to be
given, provided that the refusal by such Person to receive any such notice shall
be deemed such Person's receipt of the same.

            Section 11.10 AMENDMENTS. Subject to Section 2.6, all amendments to
this LLC Agreement will be in writing and signed by all of the Members.

            Section 11.11 MULTIPLE COUNTERPARTS. This LLC Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which shall constitute one and the same instrument.

            Section 11.12 REMEDIES CUMULATIVE. The remedies under this LLC
Agreement are cumulative and shall not exclude any other remedies to which any
person may be lawfully entitled.

            Section 11.13 CHOICE OF LAW. This LLC Agreement shall be governed
by, and shall be construed in accordance with, the laws of the State of Delaware
(without regard to conflict of laws principles).

            Section 11.14 FEDERAL INCOME TAX ALLOCATION. It is the intention of
the parties hereto that, for federal income tax purposes, the Company shall be
disregarded as an entity apart from the Managing Member, as long as the Managing
Member is the holder of all the beneficial interest in the Company for federal
income tax purposes, or treated as a partnership if the Managing Member is not
the holder of all the beneficial interest in the Company for federal income tax
purposes. The parties agree that, unless otherwise required by appropriate tax
authorities, the Managing Member will file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Company as a division of the Managing Member, or as a partnership, as the
case may be, for such tax purposes.

            For so long as the Managing  Member's  Percentage  Interest is 100%,
the Company shall be disregarded as an entity  separate from the Managing Member
for federal  income tax purposes and all net income of the Company for any month
as determined  solely for federal  income tax purposes (and each item of income,
gain, loss, credit and deduction entering into the computation thereof) shall be
allocated  to the  Managing  Member  and  treated  in the same  manner as if the
Company were a division or branch of the Managing Member.




                                       19
<PAGE>



            IN WITNESS  WHEREOF,  each Member has executed  this LLC  Agreement,
effective as of the date first written above.

                              BMW FINANCIAL SERVICES NA, LLC


                              By:  /s/ Robert E. Devine
                                 ------------------------------
                                   Name: Robert E. Devine
                                   Title: Vive President



                              By:  /s/ Gerald  Holzmann
                                 ------------------------------
                                   Name: Gerald Holzmann
                                   Title: Vice President-Finance &Risk



                              BMW FS RECEIVABLES CORPORATION


                              By:  /s/ Robert E. Devine
                                 ------------------------------
                                   Name: Robert E. Devine
                                   Title: Vive President

                              By:  /s/ Gerald  Holzmann
                                 ------------------------------
                                   Name: Gerald Holzmann
                                   Title: Vice President




                                       20