===============================================================================


                      AMENDED AND RESTATED TRUST AGREEMENT

                                     between

                              BMW FS SECURITIES LLC
                                  as Depositor,

                                       and

                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee

                           Dated as of April __, 2001


================================================================================

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I      DEFINITIONS.....................................................1

     Section 1.01.   Capitalized Terms.........................................1

     Section 1.02.   Other Definitional Provisions.............................3

ARTICLE II     ORGANIZATION....................................................4

     Section 2.01.   Name......................................................4

     Section 2.02.   Office....................................................4

     Section 2.03.   Purposes and Powers.......................................4

     Section 2.04.   Appointment of Owner Trustee..............................5

     Section 2.05.   Initial Capital Contribution of Trust Estate..............5

     Section 2.06.   Declaration of Trust......................................5

     Section 2.07.   [Reserved]................................................6

     Section 2.08.   Title to Trust Property...................................6

     Section 2.09.   Situs of Trust............................................6

     Section 2.10.   Representations, Warranties and Covenants of the
                     Depositor.................................................6

     Section 2.11.   Federal Income Tax Allocations............................7

ARTICLE III    TRUST CERTIFICATES AND TRANSFER OF INTERESTS....................7

     Section 3.01.   Initial Ownership.........................................8

     Section 3.02.   The Trust Certificates....................................8

     Section 3.03.   Execution, Authentication and Delivery of Trust
                     Certificates..............................................8

     Section 3.04.   Registration of Transfer and Exchange of Trust
                     Certificates..............................................8

     Section 3.05.   Mutilated, Destroyed, Lost or Stolen Trust
                     Certificates..............................................9

     Section 3.06.   Persons Deemed Owners.....................................9

     Section 3.07.   Access to List of Certificateholders' Names and
                     Addresses................................................10

     Section 3.08.   Maintenance of Office or Agency..........................10

     Section 3.09.   Appointment of Paying Agent..............................10

     Section 3.10.   Form of Trust Certificates...............................11

     Section 3.11.   Transfer Restrictions....................................11

     Section 3.12.   Legending of Trust Certificates..........................14

ARTICLE IV     ACTIONS BY OWNER TRUSTEE.......................................15

     Section 4.01.   Prior Notice with Respect to Certain Matters.............15


                                       i
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                            Page

     Section 4.02.   Action by Certificateholders with Respect to
                     Certain Matters..........................................17

     Section 4.03.   Action by Certificateholders with Respect to
                     Bankruptcy...............................................18

     Section 4.04.   Restrictions on Certificateholders' Power................18

     Section 4.05.   Majority Control.........................................18

ARTICLE V      APPLICATION OF TRUST FUNDS; CERTAIN DUTIES.....................18

     Section 5.01.   Establishment of Trust Account...........................18

     Section 5.02.   Application of Trust Funds...............................19

     Section 5.03.   Method of Payment........................................20

     Section 5.04.   Accounting and Reports to Certificateholders, the
                     Internal Revenue Service and Others......................20

     Section 5.05.   Signature on Returns; Tax Matters Partner................20

ARTICLE VI     AUTHORITY AND DUTIES OF OWNER TRUSTEE..........................21

     Section 6.01.   General Authority........................................21

     Section 6.02.   General Duties...........................................21

     Section 6.03.   Action upon Instruction..................................21

     Section 6.04.   No Duties Except as Specified in this Agreement
                     or in Instructions.......................................22

     Section 6.05.   No Action Except Under Specified Documents or
                     Instructions.............................................23

     Section 6.06.   Restrictions.............................................23

ARTICLE VII    CONCERNING THE OWNER TRUSTEE...................................23

     Section 7.01.   Acceptance of Trusts and Duties..........................23

     Section 7.02.   Furnishing of Documents..................................24

     Section 7.03.   Representations and Warranties...........................24

     Section 7.04.   Reliance; Advice of Counsel..............................25

     Section 7.05.   Not Acting in Individual Capacity........................26

     Section 7.06.   Owner Trustee Not Liable for Trust Certificates
                     or for Receivables.......................................26

     Section 7.07.   Owner Trustee May Own Trust Certificates and Notes.......26

     Section 7.08.   Doing Business in Other Jurisdictions....................26


                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                            Page

     Section 7.09.   Paying Agent; Authenticating Agent.......................27

ARTICLE VIII   COMPENSATION OF OWNER TRUSTEE..................................27

     Section 8.01.   Owner Trustee's Fees and Expenses........................27

     Section 8.02.   Indemnification..........................................27

     Section 8.03.   Payments to the Owner Trustee............................28

ARTICLE IX     TERMINATION OF TRUST AGREEMENT.................................28

     Section 9.01.   Termination of Trust Agreement...........................28

ARTICLE X      SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES.........29

     Section 10.01.  Eligibility Requirements for Owner Trustee...............29

     Section 10.02.  Resignation or Removal of Owner Trustee..................29

     Section 10.03.  Successor Owner Trustee..................................30

     Section 10.04.  Merger or Consolidation of Owner Trustee.................31

     Section 10.05.  Appointment of Co-Trustee or Separate Trustee............31

ARTICLE XI     MISCELLANEOUS..................................................32

     Section 11.01.  Supplements and Amendments...............................32

     Section 11.02.  No Legal Title to Trust Estate in Certificateholders.....34

     Section 11.03.  Limitations on Rights of Others..........................34

     Section 11.04.  Notices..................................................34

     Section 11.05.  Severability.............................................34

     Section 11.06.  Separate Counterparts....................................35

     Section 11.07.  Successors and Assigns...................................35

     Section 11.08.  Covenants of the Depositor...............................35

     Section 11.09.  No Petition..............................................35

     Section 11.10.  No Recourse..............................................35

     Section 11.11.  Headings.................................................36

     Section 11.12.  GOVERNING LAW............................................36


Exhibit A    Form of Certificate of Trust....................................A-1
Exhibit B    Assignment......................................................B-1
Exhibit C    Form of Transferee Certificate..................................D-1


                                      iii
<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                            Page

Exhibit D    Form of Certificate of Trust of BMW Vehicle
             Owner Trust 2001-A..............................................E-1



                                       iv
<PAGE>

     This AMENDED AND RESTATED TRUST  AGREEMENT,  dated as of April __, 2001, is
between  BMW FS  SECURITIES  LLC,  a  Delaware  limited  liability  company,  as
depositor (the  "Depositor"),  and WILMINGTON TRUST COMPANY,  a Delaware banking
corporation, as owner trustee (the "Owner Trustee").

     NOW,  THEREFORE,  the  Depositor  and the  Owner  Trustee  hereby  agree as
follows:

                                    ARTICLE 1

                                   DEFINITIONS

     Section 1.01.  Capitalized  Terms. For all purposes of this Agreement,  the
following terms shall have the meanings set forth below:

     "Administration  Agreement"  shall  mean  the  Owner  Trust  Administration
Agreement dated as of April __, 2001,  among the Trust,  BMW Financial  Services
NA, LLC, as Owner Trust Administrator and The Chase Manhattan Bank, as Indenture
Trustee.

     "Administrator" shall mean BMW Financial Services NA, LLC.

     "Agreement" shall mean this Trust Agreement, as the same may be amended and
supplemented from time to time.

     "Benefit  Plan"  shall have the  meaning  assigned  to such term in Section
3.11.

     "Business  Trust Statute" shall mean Chapter 38 of Title 12 of the Delaware
Code,  12 Del.  Code ss. 3801 et seq.,  as the same may be amended  from time to
time.

     "Certificate  Distribution Account" shall have the meaning assigned to such
term in Section 5.01.

     "Certificate of Trust" shall mean the Certificate of Trust substantially in
the form of Exhibit D filed for the Trust  pursuant  to  Section  3810(a) of the
Business Trust Statute.

     "Certificate  Percentage  Interest"  shall  mean with  respect to any Trust
Certificate,  the  percentage  interest of  ownership  in the Trust  represented
thereby as set forth on the face thereof.

     "Certificate Register" and "Certificate  Registrar" shall mean the register
mentioned in and the registrar appointed pursuant to Section 3.04.

     "Certificateholder"  or "Holder"  shall mean a Person in whose name a Trust
Certificate is registered.

<PAGE>

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended,  and the
Treasury Regulations promulgated thereunder.

     "Corporate Trust Office" shall mean, with respect to the Owner Trustee, the
principal  corporate  trust office of the Owner Trustee located at Rodney Square
North, 1100 North Market Street,  Wilmington,  Delaware  19890-0001,  Attention:
Corporate  Trust  Administration,  or at such  other  address  in the  State  of
Delaware as the Owner Trustee may designate by notice to the  Certificateholders
and the  Depositor,  or the  principal  corporate  trust office of any successor
Owner  Trustee  at the  address  (which  shall  be in  the  State  of  Delaware)
designated by such successor  Owner Trustee by notice to the  Certificateholders
and the Depositor.

     "Definitive Trust Certificates" shall have the meaning set forth in Section
3.10.

     "Depositor"  shall mean BMW FS Securities LLC, and its  successors,  in its
capacity as depositor hereunder.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Expenses" shall have the meaning assigned to such term in Section 8.02.

     "Indemnified  Parties"  shall  have the  meaning  assigned  to such term in
Section 8.02.

     "Indenture"  shall mean the  Indenture,  dated as of _____ __, 2001 between
the Trust and The Chase Manhattan Bank, as Indenture Trustee.

     "Indenture Trustee" shall mean The Chase Manhattan Bank, a New York banking
corporation.

     "Owner Trustee" shall mean  Wilmington  Trust Company,  a Delaware  banking
corporation,  not in its  individual  capacity but solely as owner trustee under
this Agreement, and any successor Owner Trustee hereunder.

     "Paying  Agent" shall mean any paying  agent or co paying  agent  appointed
pursuant to Section 3.09 and shall initially be The Chase Manhattan Bank.

     "Person"  shall  mean any  individual,  corporation,  estate,  partnership,
limited  liability  company,  joint venture,  association,  joint stock company,
trust or business trust  (including  any  beneficiary  thereof),  unincorporated
organization or government or any agency or political subdivision thereof.

     "Record  Date" shall mean,  with  respect to a Payment  Date,  the close of
business on the day immediately preceding such Payment Date.


                                       2
<PAGE>

     "Sale and Servicing  Agreement" shall mean the Sale and Servicing Agreement
dated as of _____ __, 2001, among the Depositor, BMW Financial Services NA, LLC,
as Seller,  Servicer,  Custodian and Administrator,  the Trust and the Indenture
Trustee, as the same may be amended or supplemented from time to time.

     "Secretary  of State"  shall  mean the  Secretary  of State of the State of
Delaware.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Treasury  Regulations"  shall  mean  regulations,  including  proposed  or
temporary Regulations, promulgated under the Code. References herein to specific
provisions  of  proposed  or  temporary   regulations  shall  include  analogous
provisions  of  final   Treasury   Regulations  or  other   successor   Treasury
Regulations.

     "Trust" shall mean the trust established by this Agreement.

     "Trust  Certificate"  shall mean a certificate  evidencing  the  beneficial
interest of a Certificateholder in the Trust, substantially in the form attached
hereto as Exhibit A.

     "Trust Estate" shall mean all right, title and interest of the Trust in and
to the property and rights  assigned to the Trust  pursuant to Article II of the
Sale and  Servicing  Agreement,  all funds on  deposit  from time to time in the
Trust Accounts and the Certificate  Distribution Account, and all other property
of the Trust from time to time,  including  any rights of the Owner  Trustee and
the Trust  pursuant to the Sale and Servicing  Agreement and the  Administration
Agreement.

     Section 1.02. Other Definitional Provisions.

     (a)  Capitalized  terms  used and not  otherwise  defined  herein  have the
meanings assigned to them in the Sale and Servicing Agreement or, if not defined
therein, in the Indenture.

     (b) All terms  defined in this  Agreement  shall have the defined  meanings
when used in any certificate or other document made or delivered pursuant hereto
unless otherwise defined therein.

     (c) As used in this Agreement and in any certificate or other document made
or delivered  pursuant hereto or thereto,  accounting  terms not defined in this
Agreement or in any such  certificate or other  document,  and accounting  terms
partly defined in this Agreement or in any such certificate or other document to
the extent not defined,  shall have the respective  meanings given to them under
generally accepted accounting principles.  To the extent that the definitions of
accounting  terms in this Agreement or in any such certificate or other document
are  inconsistent  with the  meanings  of such terms  under  generally  accepted
accounting  principles,  the  definitions  contained in this Agreement or in any
such certificate or other document shall control.


                                       3
<PAGE>

     (d) The words "hereof,"  "herein,"  "hereunder" and words of similar import
when used in this Agreement  shall refer to this Agreement as a whole and not to
any  particular  provision  of this  Agreement;  Section and Exhibit  references
contained in this  Agreement  are  references  to Sections and Exhibits in or to
this Agreement unless otherwise specified;  "or" includes "and/or"; and the term
"including" shall mean "including without limitation".

     (e) The  definitions  contained in this  Agreement  are  applicable  to the
singular  and plural  forms of such  terms and to the  masculine,  feminine  and
neuter genders of such terms.

     (f) Any agreement,  instrument or statute  defined or referred to herein or
in any  instrument or  certificate  delivered in connection  herewith means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

                                   ARTICLE II

                                  ORGANIZATION

     Section 2.01. Name. The Trust created hereby shall be known as "BMW Vehicle
Owner Trust 2001-A," in which name the Owner Trustee may conduct the business of
the Trust,  make and execute  contracts and other  instruments  on behalf of the
Trust and sue and be sued.

     Section 2.02. Office. The office of the Trust shall be in care of the Owner
Trustee at the  Corporate  Trust Office or at such other  address in Delaware as
the Owner Trustee may designate by written notice to the  Certificateholders and
the Depositor.

     Section 2.03. Purposes and Powers. The purpose of the Trust is to engage in
the following activities and the Trust shall have the power and authority:

     (a) to issue the Notes pursuant to the Indenture and the Trust Certificates
pursuant to this Agreement and to sell,  transfer and exchange the Notes and the
Trust  Certificates  and to pay  interest  on and  principal  on the  Notes  and
distributions  on the  Trust  Certificates,  all in  accordance  with the  Basic
Documents;

     (b) with the proceeds of the sale of the Notes and the Trust  Certificates,
to purchase  the  Initial  Receivables,  to fund the  Pre-Funding  Account,  the
Capitalized Interest Account and the Reserve Account, to pay the organizational,
start-up and transactional  expenses of the Trust and to pay the balance of such
proceeds to the Depositor pursuant to the Sale and Servicing Agreement;


                                       4
<PAGE>

     (c) to  assign,  grant,  transfer,  pledge,  mortgage  and convey the Trust
Estate  pursuant to the  Indenture  and to hold,  manage and  distribute  to the
Certificateholders  pursuant  to the  terms of this  Agreement  and the Sale and
Servicing  Agreement any portion of the Trust Estate  released from the Lien of,
and remitted to the Trust pursuant to, the Indenture;

     (d) to enter into and perform its obligations  under the Basic Documents to
which it is to be a party;

     (e) to engage in those activities, including entering into agreements, that
are  necessary,  suitable or  convenient  to  accomplish  the  foregoing  or are
incidental thereto or connected therewith; and

     (f) subject to compliance with the Basic Documents, to engage in such other
activities  as may be  required in  connection  with  conservation  of the Trust
Estate  and  the  making  of  distributions  to the  Certificateholders  and the
Noteholders.

     The Trust is hereby authorized to engage in the foregoing  activities.  The
Trust  shall not  engage  in any  activity  other  than in  connection  with the
foregoing or other than as required or authorized by the terms of this Agreement
or the Basic Documents.

     Section 2.04.  Appointment of Owner Trustee.  The Depositor hereby appoints
the Owner  Trustee as trustee of the Trust  effective as of the date hereof,  to
have all the rights, powers and duties set forth herein.

     Section 2.05.  Initial Capital  Contribution of Trust Estate. The Depositor
hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as
of the date hereof,  the sum of $1.00.  The Owner  Trustee  hereby  acknowledges
receipt in trust from the  Depositor,  as of the date hereof,  of the  foregoing
contribution,  which  shall  constitute  the initial  Trust  Estate and shall be
deposited in the  Certificate  Distribution  Account.  The  Depositor  shall pay
organizational  expenses  of the  Trust as they may  arise  or  shall,  upon the
request of the Owner Trustee,  promptly reimburse the Owner Trustee for any such
expenses paid by the Owner Trustee.

     Section 2.06.  Declaration of Trust. The Owner Trustee hereby declares that
it will hold the Trust  Estate in trust upon and subject to the  conditions  set
forth herein for the use and benefit of the  Certificateholders,  subject to the
obligations of the Trust under the Basic  Documents.  It is the intention of the
parties  hereto that the Trust  constitute  a business  trust under the Business
Trust Statute and that this  Agreement  constitute  the governing  instrument of
such business  trust. It is the intention of the parties hereto that, for income
and franchise tax purposes,  until the Trust Certificates are held by other than
the  Depositor,  the Trust will be  disregarded  as an entity  separate from the
Depositor  and the Notes will be  characterized  as debt.  At such time that the
Trust  Certificates are held by more than one Person, it is the intention of the
parties hereto that,  for income and franchise tax purposes,  the Trust shall be
treated  as a  partnership,  with  the  assets  of  the  partnership  being  the
Receivables and other assets held by the Trust, the partners of the


                                       5
<PAGE>

partnership  being  the  Certificateholders,  and the  Notes  being  debt of the
partnership.  The Depositor and the  Certificateholders by acceptance of a Trust
Certificate  agree to such  treatment  and agree to take no action  inconsistent
with such  treatment.  The parties  agree  that,  unless  otherwise  required by
appropriate tax authorities,  until the Trust Certificates are held by more than
one  Person  the  Trust  will not file or  cause  to be  filed  annual  or other
necessary returns,  reports and other forms consistent with the characterization
of the Trust as an entity  separate  from its  owner.  Effective  as of the date
hereof,  the Owner  Trustee  shall have all rights,  powers and duties set forth
herein and in the  Business  Trust  Statute with  respect to  accomplishing  the
purposes of the Trust.

     Section 2.07. [Reserved].

     Section 2.08.  Title to Trust  Property.  Subject to the  Indenture,  legal
title to all the  Trust  Estate  shall be  vested at all times in the Trust as a
separate legal entity except where applicable law in any  jurisdiction  requires
title to any part of the Trust Estate to be vested in a trustee or trustees,  in
which case title shall be deemed to be vested in the Owner Trustee, a co-trustee
or a separate trustee, as the case may be.

     Section 2.09. Situs of Trust. The Trust will be located and administered in
the State of Delaware.  All bank  accounts  maintained  by the Owner  Trustee on
behalf of the Trust  shall be located in the State of  Delaware  or the State of
New  York.  The Trust  shall not have any  employees;  provided,  however,  that
nothing  herein  shall  restrict  or  prohibit  the Owner  Trustee  from  having
employees within or without the State of Delaware.  Payments will be received by
the Trust only in Delaware or New York,  and payments  will be made by the Trust
only from  Delaware  or New York.  The only  office of the Trust  will be at the
Corporate Trust Office in the State of Delaware.

     Section 2.10.  Representations,  Warranties and Covenants of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee that:

     (a) The  Depositor  is duly  organized  and  validly  existing as a limited
liability company in good standing under the laws of the State of Delaware, with
power and  authority to own its  properties  and to conduct its business as such
properties are currently owned and such business is presently conducted.

     (b) The  Depositor is duly  qualified  to do business as a foreign  limited
liability  company in good standing and has obtained all necessary  licenses and
approvals in all  jurisdictions  in which the ownership or lease of its property
or the conduct of its business shall require such qualifications.

     (c) The  Depositor  has the power and authority to execute and deliver this
Agreement and to carry out its terms; the Depositor has full power and authority
to sell and assign the  property to be sold and assigned to and  deposited  with
the Trust and the Depositor has duly  authorized  such sale and  assignment  and
deposit  to the Trust by all  necessary  corporate  action;  and the  execution,
delivery and performance of


                                       6
<PAGE>

this  Agreement  have been duly  authorized  by the  Depositor by all  necessary
corporate action.

     (d) The Depositor has duly executed and delivered this Agreement,  and this
Agreement  constitutes a legal,  valid and binding  obligation of the Depositor,
enforceable against the Depositor, in accordance with its terms.

     (e) The consummation of the transactions contemplated by this Agreement and
the  fulfillment of the terms hereof do not conflict with,  result in any breach
of any of the terms and provisions of, or constitute  (with or without notice or
lapse  of time) a  default  under,  the  certificate  of  formation  or  limited
liability  company  agreement of the Depositor,  or any indenture,  agreement or
other  instrument to which the Depositor is a party or by which it is bound; nor
result in the  creation  or  imposition  of any Lien upon any of its  properties
pursuant  to the  terms of any such  indenture,  agreement  or other  instrument
(other  than  pursuant to the Basic  Documents);  nor violate any law or, to the
best of the Depositor's  knowledge,  any order, rule or regulation applicable to
the  Depositor  of any  court  or of  any  federal  or  state  regulatory  body,
administrative agency or other governmental  instrumentality having jurisdiction
over the Depositor or its properties.

     (f) There are no proceedings or investigations pending or threatened before
any  court,  regulatory  body,   administrative  agency  or  other  governmental
instrumentality  having  jurisdiction  over the Depositor or its  properties (i)
asserting  the  invalidity  of this  Agreement,  (ii)  seeking  to  prevent  the
consummation of any of the transactions  contemplated by this Agreement or (iii)
seeking any  determination  or ruling that might materially and adversely affect
the  performance by the Depositor of its  obligations  under, or the validity or
enforceability of, this Agreement.

     (g) The  representations and warranties of the Depositor in Section 3.02 of
the Sale and Servicing Agreement are true and correct.

     Section 2.11. Federal Income Tax Allocations. If the Trust Certificates are
held by more than one  Person,  for  federal  income tax  purposes  each item of
income,   gain,   loss,   credit  and  deduction   shall  be  allocated  to  the
Certificateholders  as of the first Record Date  following the end of such month
in proportion to their Certificate Percentage Interests on such Record Date. The
Depositor is authorized to modify the allocations in this paragraph if necessary
or appropriate,  in its sole  discretion,  for the allocations to fairly reflect
the  economic  income,  gain  or  loss to the  Certificateholders  or  otherwise
required by the Code. Notwithstanding anything provided in this Section 2.11, if
the Trust Certificates are held solely by the Depositor, the application of this
Section 2.11 shall be disregarded.


                                       7
<PAGE>

                                  ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS

     Section  3.01.  Initial  Ownership.  Upon the formation of the Trust by the
contribution by the Depositor pursuant to Section 2.05 and until the issuance of
the Trust  Certificates,  the  Depositor  shall be the sole  beneficiary  of the
Trust.

     Section  3.02.  The Trust  Certificates.  The Trust  Certificates  shall be
executed  on  behalf  of the  Trust  by  manual  or  facsimile  signature  of an
authorized officer of the Owner Trustee.  Trust Certificates  bearing the manual
or  facsimile  signatures  of  individuals  who  were,  at the  time  when  such
signatures  shall have been affixed,  authorized to sign on behalf of the Trust,
shall be validly  issued and entitled to the benefit of this Agreement and shall
be valid  and  binding  obligations  of the  Trust,  notwithstanding  that  such
individuals  or any of them shall have ceased to be so  authorized  prior to the
authentication  and  delivery  of such Trust  Certificates  or did not hold such
offices at the date of authentication and delivery of such Trust Certificates.

     If a transfer of the Trust  Certificates  is permitted  pursuant to Section
3.11, a transferee of a Trust Certificate shall become a  Certificateholder  and
shall  be  entitled  to  the  rights  and  subject  to  the   obligations  of  a
Certificateholder  hereunder  upon  such  transferee's  acceptance  of  a  Trust
Certificate duly registered in such transferee's name pursuant to Section 3.04.

     Section 3.03. Execution, Authentication and Delivery of Trust Certificates.
On the Closing Date, the Owner Trustee shall cause the Trust  Certificates in an
aggregate Certificate Percentage Interest equal to 100% to be executed on behalf
of the Trust,  authenticated  and  delivered to or upon the written order of the
Depositor,  signed by the Owner Trustee on behalf of the Trust,  without further
action by the Depositor, in authorized denominations. No Trust Certificate shall
entitle  its  Holder to any  benefit  under this  Agreement  or be valid for any
purpose  unless there shall appear on such Trust  Certificate a  certificate  of
authentication substantially in the form set forth in Exhibit A, executed by the
Owner Trustee or The Chase Manhattan Bank, as the Owner Trustee's authenticating
agent, by manual  signature;  such  authentication  shall constitute  conclusive
evidence  that such Trust  Certificate  shall have been duly  authenticated  and
delivered  hereunder.  All Trust  Certificates  shall be dated the date of their
authentication.

     Section 3.04.  Registration of Transfer and Exchange of Trust Certificates.
The  Certificate  Registrar  shall  keep or cause to be kept,  at the  office or
agency  maintained  pursuant to Section 3.08, a  Certificate  Register in which,
subject to such  reasonable  regulations as it may prescribe,  the Owner Trustee
shall provide for the  registration of Trust  Certificates  and of transfers and
exchanges of Trust  Certificates as herein  provided.  Wilmington  Trust Company
shall be the initial Certificate Registrar.

     Upon surrender for registration of transfer of any Trust Certificate at the
office or agency  maintained  pursuant to Section 3.08,  the Owner Trustee shall
execute,  authenticate  and deliver (or shall cause The Chase  Manhattan Bank as
its  authenticating  agent  to  authenticate  and  deliver),  in the name of the
designated  transferee or  transferees,  one or more new Trust  Certificates  in
authorized   denominations  of  a  like  aggregate  amount  dated  the  date  of
authentication by the Owner Trustee or any  authenticating


                                       8
<PAGE>

agent. At the option of a Certificateholder, Trust Certificates may be exchanged
for other Trust  Certificates  of authorized  denominations  of a like aggregate
amount upon surrender of the Trust Certificates to be exchanged at the office or
agency maintained pursuant to Section 3.08.

     Every Trust  Certificate  presented  or  surrendered  for  registration  of
transfer or exchange shall be accompanied by a written instrument of transfer in
form  satisfactory  to the Owner  Trustee  and the  Certificate  Registrar  duly
executed by the related  Certificateholder or such Certificateholder's  attorney
duly authorized in writing. Each Trust Certificate  surrendered for registration
of transfer or exchange shall be cancelled and  subsequently  disposed of by the
Owner Trustee in accordance with its customary practice.

     No  service  charge  shall  be made for any  registration  of  transfer  or
exchange  of  Trust  Certificates,  but the  Owner  Trustee  or the  Certificate
Registrar  may  require  payment  of a  sum  sufficient  to  cover  any  tax  or
governmental  charge  that may be imposed in  connection  with any  transfer  or
exchange of Trust Certificates.

     The preceding provisions of this Section notwithstanding, the Owner Trustee
shall not make, and the Certificate  Registrar  shall not register  transfers or
exchanges of, Trust  Certificates for a period of 15 days preceding the due date
for any payment with respect to the Trust Certificates.

     The  provisions of this Section are  exclusive  and shall  preclude (to the
extent lawful) all other rights and remedies with respect to the transfer of the
Trust Certificates.

     Section 3.05. Mutilated,  Destroyed, Lost or Stolen Trust Certificates.  If
(a) any mutilated  Trust  Certificate  shall be surrendered  to the  Certificate
Registrar,  or if  the  Certificate  Registrar  shall  receive  evidence  to its
satisfaction of the destruction,  loss or theft of any Trust Certificate and (b)
there shall be delivered to the Certificate Registrar and the Owner Trustee such
security or indemnity as may be required by them to save each of them  harmless,
then in the absence of notice that such Trust Certificate has been acquired by a
bona fide purchaser,  the Owner Trustee on behalf of the Trust shall execute and
the  Owner  Trustee  or  The  Chase  Manhattan  Bank,  as  the  Owner  Trustee's
authenticating agent, shall authenticate and deliver, in exchange for or in lieu
of any such mutilated,  destroyed, lost or stolen Trust Certificate, a new Trust
Certificate of like tenor and  denomination.  In connection with the issuance of
any  new  Trust  Certificate  under  this  Section,  the  Owner  Trustee  or the
Certificate  Registrar may require the payment of a sum  sufficient to cover any
tax or other  governmental  charge that may be imposed in connection  therewith.
Any duplicate Trust Certificate issued pursuant to this Section shall constitute
conclusive evidence of ownership in the Trust, as if originally issued,  whether
or not the lost,  stolen or destroyed  Trust  Certificate  shall be found at any
time.

     Section 3.06.  Persons Deemed Owners.  Prior to due presentation of a Trust
Certificate  for  registration of transfer,  the Owner Trustee,  the Certificate
Registrar  or any  Paying  Agent may treat  the  Person in whose  name any Trust
Certificate is registered in


                                       9
<PAGE>

the Certificate  Register as the owner of such Trust Certificate for the purpose
of receiving  distributions  pursuant to Section 5.02 and for all other purposes
whatsoever,  and none of the Owner  Trustee,  the  Certificate  Registrar or any
Paying Agent shall be bound by any notice to the contrary.

     Section 3.07.  Access to List of  Certificateholders'  Names and Addresses.
The Owner Trustee  shall  furnish or cause to be furnished to the Servicer,  the
Paying  Agent and the  Depositor,  within  15 days  after  receipt  by the Owner
Trustee of a written request therefor from the Servicer, the Paying Agent or the
Depositor,  a list, in such form as the Servicer or the Depositor may reasonably
require,  of the names and  addresses of the  Certificateholders  as of the most
recent Record Date. The  Certificate  Registrar  shall also furnish to the Owner
Trustee  and the Paying  Agent a copy of such list at any time there is a change
therein. If (i) three or more  Certificateholders or (ii) one or more Holders of
Trust  Certificates  evidencing not less than 50% of the Certificate  Percentage
Interests  apply in writing to the Owner Trustee,  and such  application  states
that the applicants  desire to communicate  with other  Certificateholders  with
respect to their rights under this Agreement or under the Trust Certificates and
such  application  is  accompanied  by a copy  of the  communication  that  such
applicants  propose to  transmit,  then the Owner  Trustee  shall,  within  five
Business  Days after the receipt of such  application,  afford  such  applicants
access during normal  business hours to the current list of  Certificateholders.
Each Certificateholder,  by receiving and holding a Trust Certificate,  shall be
deemed  to  have  agreed  not to  hold  any of the  Depositor,  the  Certificate
Registrar or the Owner Trustee  accountable  by reason of the  disclosure of its
name and  address,  regardless  of the source  from which such  information  was
derived.  The Certificate  Registrar shall upon the request of the Owner Trustee
provide such list, or access to such list, of Certificateholders as contemplated
by this Section 3.07.

     Section  3.08.  Maintenance  of Office or Agency.  The Owner  Trustee shall
designate  in the  Borough  of  Manhattan,  the City of New  York,  an office or
offices or agency or agencies where Trust  Certificates  may be surrendered  for
registration  of transfer or exchange  and where  notices and demands to or upon
the Owner Trustee in respect of the Trust  Certificates  and the Basic Documents
may be served.  The Owner Trustee initially  designates The Chase Manhattan Bank
as its office for such  purposes.  The Owner Trustee  shall give prompt  written
notice to the Depositor and the Certificateholders of any change in the location
of the Certificate Register or any such office or agency.

     Section  3.09.  Appointment  of Paying  Agent.  The Paying Agent shall make
distributions to  Certificateholders  from the Certificate  Distribution Account
pursuant to Section 5.02 and shall report the amounts of such  distributions  to
the Owner Trustee.  Any Paying Agent shall have the revocable  power to withdraw
funds from the  Certificate  Distribution  Account for the purpose of making the
distributions  referred  to above.  The Owner  Trustee may revoke such power and
remove the Paying Agent if the Owner Trustee  determines in its sole  discretion
that the Paying  Agent shall have failed to perform its  obligations  under this
Agreement in any material respect;  provided,  however,  the Owner Trustee shall
have no duty to monitor or oversee  the  compliance  by the Paying


                                       10
<PAGE>

Agent of its obligations  under this Agreement or any other Basic Document.  The
Paying Agent  initially  shall be The Chase  Manhattan  Bank,  and any co-paying
agent chosen by Wilmington  Trust  Company.  The Chase  Manhattan  Bank shall be
permitted  to resign as Paying Agent upon 30 days'  written  notice to the Owner
Trustee.  In the event  that The  Chase  Manhattan  Bank  shall no longer be the
Paying  Agent,  the  Depositor,  with the  consent of the Owner  Trustee,  shall
appoint a  successor  to act as  Paying  Agent  (which  shall be a bank or trust
company).  The Owner  Trustee  shall cause such  successor  Paying  Agent or any
additional Paying Agent appointed  hereunder to execute and deliver to the Owner
Trustee an instrument in which such successor Paying Agent or additional  Paying
Agent shall agree with the Owner Trustee that, as Paying Agent,  such  successor
Paying Agent or  additional  Paying Agent will hold all sums, if any, held by it
for  payment  to  the  Certificateholders  in  trust  for  the  benefit  of  the
Certificateholders  entitled  thereto  until  such  sums  shall  be paid to such
Certificateholders.  The Paying  Agent shall return all  unclaimed  funds to the
Owner  Trustee and upon  removal of a Paying  Agent such Paying Agent shall also
return all funds in its  possession  to the Owner  Trustee.  The  provisions  of
Sections 7.01,  7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its
role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent
and, to the extent  applicable,  to any other paying agent appointed  hereunder.
Any reference in this  Agreement to the Paying Agent shall include any co-paying
agent unless the context requires otherwise.

     Section 3.10.  Form of Trust  Certificates.  The Trust  Certificates,  upon
original issuance, will be issued in the form of a typewritten Trust Certificate
or  Trust   Certificates   representing   definitive,   fully  registered  Trust
Certificates  (the "Definitive Trust  Certificates")  and shall be registered in
the name of BMW FS Securities LLC as the initial  registered owner thereof.  The
Owner Trustee shall execute and authenticate, or cause to be authenticated,  the
Definitive  Trust  Certificates  in  accordance  with  the  instructions  of the
Depositor.  The  Depositor  hereby  orders  the Owner  Trustee  to  execute  and
authenticate,  or cause to be authenticated,  the Definitive Trust Certificates.
Neither the Certificate  Registrar nor the Owner Trustee shall be liable for any
delay in delivery of such  instructions and may conclusively  rely on, and shall
be  protected in relying on, such  instructions.  Upon the issuance of the Trust
Certificates,  the Owner  Trustee and each  Paying  Agent  shall  recognize  the
Holders of the Trust Certificates as Certificateholders.  The Trust Certificates
shall be  printed,  lithographed  or  engraved  or may be  produced in any other
manner as is  reasonably  acceptable to the Owner  Trustee,  as evidenced by its
execution thereof.

     Section  3.11.  Transfer  Restrictions.  (a) No  Trust  Certificate  may be
resold,  assigned or transferred  (including by pledge or hypothecation)  unless
such resale, assignment or transfer is (i) pursuant to an effective registration
statement under the Securities Act and any applicable  state securities or "Blue
Sky" laws,  (ii)  pursuant to Rule 144A  promulgated  under the  Securities  Act
("Rule  144A") or (iii)  pursuant  to another  exemption  from the  registration
requirements  of the  Securities  Act and  subject  to the  receipt by the Owner
Trustee and the Depositor of (A) a certification  by the prospective  transferee
of the facts surrounding such transfer, which certification shall be


                                       11
<PAGE>

in form and  substance  satisfactory  to the Owner Trustee and the Depositor and
(B) if requested by the Owner Trustee,  an opinion of counsel (which will not be
at the expense of the Owner  Trustee),  satisfactory  to the  Depositor  and the
Owner  Trustee,  to the  effect  that the  transfer  is in  compliance  with the
Securities Act, and, in each case, in compliance with any applicable  securities
or "Blue  Sky"  laws of any  state  of the  United  States.  In  addition,  each
transferee  shall  provide to the Owner Trustee its tax  identification  number,
address,  nominee name (if applicable) and wire transfer instructions.  Prior to
any resale, assignment or transfer of the Trust Certificates described in clause
(ii) above,  each  prospective  purchaser of the Trust  Certificates  shall have
acknowledged, represented and agreed as follows:

     (1)  (1) It is a  "qualified  institutional  buyer" as defined in Rule 144A
          ("QIB")  and  is  acquiring  the  Trust   Certificates   for  its  own
          institutional  account  (and not for the  account  of  others) or as a
          fiduciary or agent for others (which others also are QIBs).

     (2)  (2) It acknowledges that the Trust Certificates have not been and will
          not be registered  under the Securities Act or the securities  laws of
          any jurisdiction.

     (3)  (3) It is familiar  with Rule 144A and is aware that the sale is being
          made in  reliance  on Rule  144A  and it is not  acquiring  the  Trust
          Certificates  with a view to, or for  resale  in  connection  with,  a
          distribution  that  would  constitute  a public  offering  within  the
          meaning of the Securities  Act or a violation of the  Securities  Act,
          and that,  if in the future it decides  to resell,  assign,  pledge or
          otherwise transfer any Trust Certificates, such Trust Certificates may
          be resold, assigned,  pledged or transferred only (i) to the Depositor
          or any Affiliate  thereof,  (ii) so long as such Trust  Certificate is
          eligible  for  resale  pursuant  to Rule  144A,  to a  person  whom it
          reasonably  believes  after due  inquiry  is a QIB  acting for its own
          account (and not for the account of others) or as a fiduciary or agent
          for others  (which  others also are QIBs) to whom notice is given that
          the resale,  pledge,  assignment or transfer is being made in reliance
          on Rule 144A,  (iii) pursuant to an effective  registration  statement
          under the Securities  Act or (iv) in a sale,  pledge or other transfer
          made  in  a  transaction   otherwise   exempt  from  the  registration
          requirements  of the  Securities  Act,  in which  case  (A) the  Owner
          Trustee shall  require that both the  prospective  transferor  and the
          prospective  transferee certify to the Owner Trustee and the Depositor
          in writing the facts  surrounding such transfer,  which  certification
          shall be in form and substance  satisfactory  to the Owner Trustee and
          the  Depositor  and (B) the  Owner  Trustee  shall  require  a written
          opinion of counsel  (which will not be at the expense of the Depositor
          or the Owner  Trustee)  satisfactory  to the  Depositor  and the Owner
          Trustee  to the  effect  that  such  transfer  will  not  violate  the
          Securities  Act,  in  each  case in  accordance  with  any  applicable
          securities or "Blue Sky" laws of any state of the United States.


                                       12
<PAGE>

     (4)  It is aware that it (or any account for which it is purchasing) may be
          required  to bear the  economic  risk of an  investment  in the  Trust
          Certificates  for an  indefinite  period,  and it (or such account) is
          able to bear such risk for an indefinite period.

     (5)  It  understands  that  the  Trust   Certificates   will  bear  legends
          substantially as set forth in Section 3.12.

     (6)  If it is acquiring  any Trust  Certificates  for the account of one or
          more qualified  institutional  buyers,  it represents that it has sole
          investment  discretion  with  respect to each such account and that it
          has full power to make the foregoing acknowledgements, representations
          and agreements on behalf of each such account.

     (7)  It has neither acquired nor will it transfer any Trust  Certificate it
          purchases   (or  any  interest   therein)  or  cause  any  such  Trust
          Certificate (or any interest  therein) to be marketed on or through an
          "established   securities   market"  within  the  meaning  of  Section
          7704(b)(1)   of  the   Code,   including,   without   limitation,   an
          over-the-counter-market   or  an  interdealer  quotation  system  that
          regularly disseminates firm buy or sell quotations.

     (8)  It either (A) is not, and will not become, a partnership, Subchapter S
          corporation  or grantor trust for U.S.  federal income tax purposes or
          (B) is such an entity,  but none of the direct or indirect  beneficial
          owners of any of the  interests  in such  transferee  have  allowed or
          caused,  or will allow or cause, 50% or more (or such other percentage
          as the  Deposition  may  establish  prior to the time of such proposed
          transfer) of the value of such  interests to be  attributable  to such
          transferee's ownership of Trust Certificates.

     (9)  It understands that no subsequent  transfer of the Trust  Certificates
          is permitted unless (A) such transfer is of a Trust Certificate with a
          Certificate  Percentage  Interest of at least ___%,  (B) it causes its
          proposed transferee to provide to the Trust and the Depositor a letter
          substantially  in the form of Exhibit C hereto,  or such other written
          statement as the Depositor  shall prescribe and (C) the Trust consents
          in writing to the proposed  transfer,  which  consent shall be granted
          unless the Depositor determines that such transfer would create a risk
          that the Trust would be classified for federal or any applicable state
          tax  purposes as an  association  (or a publicly  traded  partnership)
          taxable  as a  corporation;  provided,  however,  that  any  attempted
          transfer that would either cause the number of  registered  holders of
          Trust  Certificates  in the  aggregate  to exceed  100 shall be a void
          transfer.


                                       13
<PAGE>

     (10) It understands that the Opinion of Counsel to the Trust that the Trust
          is not a  publicly  traded  partnership  taxable as a  corporation  is
          dependent in part on the accuracy of the representations in paragraphs
          (7), (8) and (9) above.

     (11) It  acknowledges  that the Owner  Trustee,  the  Depositor,  and their
          Affiliates,  and others  will rely upon the truth and  accuracy of the
          foregoing acknowledgments, representations and agreements.

     Each transferee of the Trust  Certificates  shall be required to execute or
to have executed a representation letter substantially in the form of Exhibit C,
or may deliver such other  representations  (or an opinion of counsel) as may be
approved  by the  Owner  Trustee  and the  Depositor,  to the  effect  that such
transfer  may be made  pursuant  to an  exemption  from  registration  under the
Securities Act and any applicable state securities or "Blue Sky" laws.

     In addition,  such prospective purchaser shall be responsible for providing
additional information or certification, as shall be reasonably requested by the
Owner  Trustee  or the  Depositor,  to  support  the truth and  accuracy  of the
foregoing  acknowledgments,  representations and agreements, it being understood
that  such  additional   information  is  not  intended  to  create   additional
restrictions on the transfer of the Trust  Certificates.  Neither the Depositor,
the  Trust  nor the Owner  Trustee  shall be  obligated  to  register  the Trust
Certificates  under the  Securities  Act or any state  securities  or "Blue Sky"
laws.

     In determining  compliance with the transfer restrictions contained in this
Section  3.11,  the Owner  Trustee  may rely upon a written  opinion  of counsel
(which may include in-house  counsel of the  transferor),  the cost of obtaining
which shall be an expense of the Holder of the Certificate to be transferred.

     (b) The Trust Certificates may not be acquired by or for the account of (i)
an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject
to the  provisions  of Title I of  ERISA,  (ii) a "plan"  described  in  Section
4975(e)(1) of the Code or (iii) any entity whose underlying  assets include plan
assets by reason of a plan's  investment in the entity (each, a "Benefit Plan").
By accepting and holding a Trust Certificate, the Holder thereof shall be deemed
to have represented and warranted that it is not a Benefit Plan.

     Section 3.12. Legending of Trust Certificates. Each Trust Certificate shall
bear a  legend  in  substantially  the  following  form,  unless  the  Depositor
determines otherwise in accordance with applicable law:

     THIS TRUST  CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY  OTHER  APPLICABLE  SECURITIES  OR  "BLUE  SKY"  LAWS OF ANY  STATE OR OTHER
JURISDICTION,  AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE


                                       14
<PAGE>

SECURITIES ACT OR ANY OTHER APPLICABLE  SECURITIES OR "BLUE SKY" LAWS,  PURSUANT
TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON
ITS OWN  BEHALF AND ON BEHALF OF ANY  ACCOUNTS  FOR WHICH IT IS ACTING AS AGENT,
THAT SUCH TRUST CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY
(A) SO LONG AS THE TRUST  CERTIFICATE  IS ELIGIBLE  FOR RESALE  PURSUANT TO RULE
144A UNDER THE  SECURITIES  ACT, TO SUCH PERSON WHOM THE  TRANSFEROR  REASONABLY
BELIEVES  AFTER DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS  (WHICH OTHERS ALSO ARE
QIBS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A,  (B) PURSUANT TO AN EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE  SECURITIES ACT OR (C) SUCH RESALE,  ASSIGNMENT,  PLEDGE OR
OTHER  TRANSFER  IS  MADE  IN  A  TRANSACTION   EXEMPT  FROM  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND OTHER  SECURITIES OR "BLUE SKY" LAWS, IN
SUCH CASE THE OWNER TRUSTEE SHALL  REQUIRE (I) THAT THE  PROSPECTIVE  TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS  SURROUNDING
SUCH TRANSFER,  WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE  SATISFACTORY
TO THE OWNER  TRUSTEE  AND (II) IF  REQUESTED  BY THE OWNER  TRUSTEE,  A WRITTEN
OPINION OF COUNSEL  (WHICH  SHALL NOT BE AT THE EXPENSE OF THE OWNER  TRUSTEE OR
THE  DEPOSITOR)  SATISFACTORY  TO THE OWNER  TRUSTEE AND THE  DEPOSITOR,  TO THE
EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE  SECURITIES  ACT, IN EACH CASE IN
ACCORDANCE  WITH ANY  APPLICABLE  SECURITIES  OR "BLUE SKY" LAWS OF ANY STATE OR
JURISDICTION.  ANY  ATTEMPTED  TRANSFER  IN  CONTRAVENTION  OF  THE  IMMEDIATELY
PRECEDING  RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL
CONTINUE TO BE TREATED AS THE OWNER OF THE TRUST CERTIFICATE FOR ALL PURPOSES.

     NO TRUST  CERTIFICATE  OR  INTEREST  THEREIN  MAY BE ACQUIRED BY OR FOR THE
ACCOUNT OF (I) AN "EMPLOYEE  BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF ERISA)
THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA,  (II) A "PLAN"  DESCRIBED
IN SECTION  4975(E)(1) OF THE CODE OR (III) ANY ENTITY WHOSE  UNDERLYING  ASSETS
INCLUDE  PLAN ASSETS BY REASON OF A PLAN'S  INVESTMENT  IN THE ENTITY  (EACH,  A
"BENEFIT  PLAN").  BY  ACCEPTING  AND  HOLDING A TRUST  CERTIFICATE,  THE HOLDER
THEREOF  SHALL BE  DEEMED TO HAVE  REPRESENTED  AND  WARRANTED  THAT IT IS NOT A
BENEFIT PLAN.


                                       15
<PAGE>

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

     Section 4.01. Prior Notice with Respect to Certain Matters. With respect to
the following  matters,  the Owner Trustee shall not take action unless at least
30 days before the taking of such action,  the Owner Trustee shall have notified
the  Certificateholders  of record as of the preceding Record Date in writing of
the  proposed  action and such  Certificateholders  shall not have  notified the
Owner  Trustee in writing  prior to the 30th day after such notice is given that
such Certificateholders have withheld consent or provided alternative direction:

     (a) the  initiation of any claim or lawsuit by the Trust (except  claims or
lawsuits  brought in connection with the collection of the  Receivables) and the
compromise  of any  action,  claim or lawsuit  brought  by or against  the Trust
(except with respect to the aforementioned  claims or lawsuits for collection of
the Receivables);

     (b) the election by the Trust to file an amendment  to the  Certificate  of
Trust  (unless such  amendment is required to be filed under the Business  Trust
Statute);

     (c) the amendment of the Indenture by a supplemental indenture or any other
change  to this  Agreement  or any Basic  Document  in  circumstances  where the
consent of any Noteholder is required;

     (d) the amendment of the Indenture by a supplemental indenture or any other
change  to this  Agreement  or any Basic  Document  in  circumstances  where the
consent of any  Noteholder is not required and such amendment  would  materially
adversely affect the interests of the Certificateholders;

     (e) the amendment,  change or modification of the Administration Agreement,
except to cure any ambiguity or to amend or supplement any provision in a manner
or add any provision that would not materially adversely affect the interests of
the Certificateholders;

     (f)  the  appointment  pursuant  to  the  Indenture  of  a  successor  Note
Registrar,  Paying Agent or Indenture Trustee or pursuant to this Agreement of a
successor  Certificate  Registrar,  or the consent to the assignment by the Note
Registrar,  Paying Agent or Indenture  Trustee or  Certificate  Registrar of its
obligations under the Indenture or this Agreement, as applicable;

     (g) the  consent  to the  calling  or  waiver of any  default  of any Basic
Document;

     (h) the consent to the  assignment by the Indenture  Trustee or Servicer of
their respective  obligations under any Basic Document,  unless permitted in the
Basic Documents;


                                       16
<PAGE>

     (i)  except as  provided  in  Article IX  hereof,  dissolve,  terminate  or
liquidate the Trust in whole or in part;

     (j) merge or consolidate the Trust with or into any other entity, or convey
or transfer all or substantially all of the Trust's assets to any other entity;

     (k) cause the Trust to incur,  assume or guaranty  any  indebtedness  other
than as set forth in this Agreement or the Basic Documents;

     (l) do any act that conflicts with any other Basic Document;

     (m) do any act that  would  make it  impossible  to  carry on the  ordinary
business of the Trust as described in Section 2.03 hereof;

     (n) confess a judgment against the Trust;

     (o) possess  Trust  assets,  or assign the Trust's  right to property,  for
other than a Trust purpose;

     (p) cause the Trust to lend any funds to any entity,  unless  permitted  in
the Basic Documents; or

     (q)  change the  Trust's  purpose  and powers  from those set forth in this
Trust Agreement.

     In  addition,  the Trust shall not  commingle  its assets with those of any
other entity.  The Trust shall maintain its financial and  accounting  books and
records  separate from those of any other entity.  Except as expressly set forth
herein,  the  Trust  shall  not pay the  indebtedness,  operating  expenses  and
liabilities of any other entity. The Trust shall maintain appropriate minutes or
other records of all appropriate  actions and shall maintain its office separate
from the offices of the Depositor and the Servicer.

     The Owner  Trustee  shall not have the power,  except upon the direction of
the  Certificateholders  and to the extent  otherwise  consistent with the Basic
Documents,  to (i) remove or replace the Servicer or the Indenture Trustee, (ii)
institute  proceedings to have the Trust declared or adjudicated a bankruptcy or
insolvent,  (iii)  consent  to  the  institution  of  bankruptcy  or  insolvency
proceedings  against  the Trust,  (iv) file a petition  or consent to a petition
seeking  reorganization  or relief on behalf of the Trust  under any  applicable
federal or state law relating to bankruptcy, (v) consent to the appointment of a
receiver, liquidator,  assignee, trustee, sequestrator (or any similar official)
of the Trust or a  substantial  portion of the property of the Trust,  (vi) make
any assignment for the benefit of the Trust's  creditors,  (vii) cause the Trust
to admit the writing its  inability  to pay its debts  generally  as they become
due,  (viii)  take any  action,  or cause  the  Trust  to take  any  action,  in
furtherance of any of the foregoing  (any of the above, a "Bankruptcy  Action").
So long as the Indenture remains in effect, no Certificateholder  shall have the
power to


                                       17
<PAGE>

take,  and shall not take,  any  Bankruptcy  Action with respect to the Trust or
direct the Owner Trust to take any Bankruptcy Action with respect to the Trust.

     Section 4.02. Action by Certificateholders with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the written direction of
the Certificateholders, to (a) remove the Administrator under the Administration
Agreement pursuant to Section 8 thereof,  (b) appoint a successor  Administrator
pursuant to Section 8 of the Administration  Agreement,  (c) remove the Servicer
under the Sale and Servicing  Agreement  pursuant to Section 8.02  thereof,  (d)
amend the Sale and  Servicing  Agreement  pursuant  to Section  10.01(b) of such
document,  or (e) except as expressly provided in the Basic Documents,  sell the
Receivables after the termination of the Indenture. The Owner Trustee shall take
the actions referred to in the preceding sentence only upon written instructions
signed by the Certificateholders.

     Section 4.03. Action by Certificateholders with Respect to Bankruptcy.  The
Owner  Trustee  shall not have the power to commence a voluntary  proceeding  in
bankruptcy  relating to the Trust  without the unanimous  prior  approval of all
Certificateholders   and  the  delivery  to  the  Owner  Trustee  by  each  such
Certificateholder  of a  certification  certifying  that such  Certificateholder
reasonably believes that the Trust is insolvent.

     Section   4.04.    Restrictions   on    Certificateholders'    Power.   The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the  Owner  Trustee  under  this  Agreement  or any of the Basic
Documents or would be contrary to Section  2.03;  nor shall the Owner Trustee be
obligated to follow any such direction, if given.

     Section 4.05.  Majority Control.  Except as expressly  provided herein, any
action that may be taken by the  Certificateholders  under this Agreement may be
taken by the Holders of Trust  Certificates  evidencing not less than a majority
of the Certificate  Percentage  Interests.  Except as expressly provided herein,
any  written  notice  of  the  Certificateholders  delivered  pursuant  to  this
Agreement  shall be  effective  if  signed  by  Holders  of  Trust  Certificates
evidencing not less than a majority of the Certificate  Percentage  Interests at
the time of the delivery of such notice.

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

     Section 5.01.  Establishment of Trust Account.  The Owner Trustee,  for the
benefit of the Certificateholders, shall cause the Paying Agent to establish and
maintain in the name of the Trust an Eligible Deposit Account (the  "Certificate
Distribution Account"),  bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Certificateholders.  The title
of the  Certificate  Distribution


                                       18
<PAGE>

Account  shall be "BMW  Vehicle  Owner Trust  2001-A:  Certificate  Distribution
Account for the benefit of the Certificateholders".

     (12) The Trust shall possess all right,  title and interest in all funds on
          deposit from time to time in the Certificate  Distribution Account and
          in all  proceeds  thereof.  Except  as  otherwise  expressly  provided
          herein, the Certificate  Distribution  Account shall be under the sole
          dominion  and  control  of the Owner  Trustee  for the  benefit of the
          Certificateholders.  If, at any  time,  the  Certificate  Distribution
          Account  ceases to be an Eligible  Deposit  Account,  the Paying Agent
          shall within 10 Business Days (or such longer period, not to exceed 30
          calendar days, as to which each Rating Agency may consent) establish a
          new Certificate  Distribution  Account, as applicable,  as an Eligible
          Deposit Account and shall transfer any cash or any investments to such
          new Certificate Distribution Account.

     Section 5.02. Application of Trust Funds.

     (a) On each Payment Date, the Owner Trustee shall cause the Paying Agent to
distribute  to  Certificateholders  all  amounts  deposited  in the  Certificate
Distribution  Account  pursuant  to  Section  5.06  of the  Sale  and  Servicing
Agreement with respect to such Payment Date based upon each  Certificateholder's
Certificate Percentage Interest.

     (b) On each Payment Date, the Owner Trustee shall cause the Paying Agent to
send to each Certificateholder the statement or statements provided to the Owner
Trustee  by the  Servicer  pursuant  to Section  5.08 of the Sale and  Servicing
Agreement with respect to such Payment Date.

     (c) In the event that any withholding tax is imposed on the Trust's payment
(or  allocations  of income) to a  Certificateholder,  such tax shall reduce the
amount otherwise distributable to such Certificateholder in accordance with this
Section.  The Owner Trustee or Paying Agent is hereby authorized and directed to
retain from amounts otherwise distributable to the Certificateholders sufficient
funds for the  payment  of any tax that is  legally  owed by the Trust (but such
authorization  shall not  prevent  the Owner  Trustee or the  Paying  Agent from
contesting any such tax in appropriate  proceedings and  withholding  payment of
such tax, if permitted  by law,  pending the outcome of such  proceedings).  The
amount of any withholding tax imposed with respect to a Certificateholder  shall
be  treated  as cash  distributed  to such  Certificateholder  at the time it is
withheld by the Trust and remitted to the appropriate taxing authority. If there
is a possibility  that withholding tax is payable with respect to a distribution
(such as a distribution  to a non-U.S.  Certificateholder,  the Owner Trustee or
the Paying Agent may in its sole discretion  withhold such amounts in accordance
with this paragraph.  Any Holder of a Trust  Certificate that is organized under
the laws of a jurisdiction  outside the United States shall,  on or prior to the
date such  Holder  becomes a Holder,  (a) so notify  the Owner  Trustee  and the
Paying  Agent,  (b) (i) provide the Owner  Trustee and the Paying Agent with the
necessary forms to claim an exemption from United States


                                       19
<PAGE>

withholding  tax or a  reduction  in the rate  thereof or (ii)  notify the Owner
Trustee or the Paying Agent,  as applicable,  that it is not entitled to such an
exemption or  reduction.  Any such Holder  agrees by its  acceptance  of a Trust
Certificate, on an ongoing basis, to provide like certification for each taxable
year and to notify the Owner  Trustee  and the Paying  Agent  should  subsequent
circumstances arise affecting the information  provided the Owner Trustee or the
Paying  Agent in clauses  (a) and (b) above.  The Owner  Trustee  and the Paying
Agent  shall be  fully  protected  in  relying  upon,  and  each  Holder  by its
acceptance  of a Trust  Certificate  hereunder  agrees to indemnify and hold the
Owner Trustee and the Paying Agent  harmless  against all claims or liability of
any kind arising in  connection  with or related to the Owner  Trustee's and the
Paying Agent's reliance upon any documents, forms or information provided by any
Holder to the Owner Trustee and the Paying Agent.

     Section 5.03. Method of Payment. Subject to Section 9.01(c),  distributions
required to be made to  Certificateholders  on any Payment Date shall be made to
each  Certificateholder  of record on the  preceding  Record Date either by wire
transfer,   in   immediately   available   funds,   to  the   account   of  such
Certificateholder  at a bank  or  other  entity  having  appropriate  facilities
therefor, if (a) such  Certificateholder  shall have provided to the Certificate
Registrar and the Paying Agent  appropriate  written  instructions at least five
Business Days prior to such Payment Date and (b) such  Certificateholder  is the
Depositor,  or an  Affiliate  thereof,  or,  if not,  by  check  mailed  to such
Certificateholder  at the  address of such  Certificateholder  appearing  in the
Certificate Register.

     Section 5.04.  Accounting and Reports to  Certificateholders,  the Internal
Revenue   Service  and  Others.   At  such  time  as  there  is  more  than  one
Certificateholder  (for  tax  purposes)  the  Owner  Trustee  shall  (a)  unless
otherwise  required  under the Code,  maintain (or cause to be  maintained)  the
books  of the  Trust  on a  calendar  year  basis  and  the  accrual  method  of
accounting,  (b) deliver (or cause to delivered) to each  Certificateholder,  as
may  be  required  by  the  Code  and  applicable  Treasury  Regulations,   such
information  as  may  be  required  (including  Schedule  K-1)  to  enable  each
Certificateholder  to prepare its federal and state income tax returns, (c) file
(or cause to be filed)  such tax  returns  relating  to the Trust  (including  a
partnership  information return, IRS Form 1065), and make such elections as from
time to time may be  required  or  appropriate  under  any  applicable  state or
federal  statute or any rule or  regulation  thereunder  so as to  maintain  the
Trust's  characterization  either a disregarded  entity or as a partnership  for
federal income tax purposes (as  appropriate),  (d) cause such tax returns to be
signed in the manner  required by law and (e)  collect or cause to be  collected
any  withholding tax as described in and in accordance with Section 5.02(c) with
respect to income or  distributions to  Certificateholders.  The parties to this
Agreement agree and acknowledge that the Administrator  shall perform the duties
and  obligations of the Owner Trustee under this Section 5.05 in accordance with
the Administration Agreement.

     Section 5.05. Signature on Returns; Tax Matters Partner.


                                       20
<PAGE>

     (a) The Owner  Trustee shall sign on behalf of the Trust the tax returns of
the Trust, if any, unless  applicable law requires a  Certificateholder  to sign
such documents.

     (b) BMW  Financial  Services NA, LLC shall be  designated  the "tax matters
partner"  of the  Trust  pursuant  to  Section  6231(a)(7)(A)  of the  Code  and
applicable Treasury Regulations.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

     Section  6.01.  General  Authority.  The Owner  Trustee is  authorized  and
directed to execute and deliver the Basic  Documents to which the Trust is to be
a party and each  certificate  or other  document  attached  as an exhibit to or
contemplated by the Basic Documents to which the Trust is to be a party, in each
case, in such form as the Depositor shall approve, as evidenced  conclusively by
the Owner Trustee's execution thereof.  In addition to the foregoing,  the Owner
Trustee is authorized,  but shall not be obligated, to take all actions required
of the Trust  pursuant  to the Basic  Documents.  The Owner  Trustee  is further
authorized from time to time to take such action as the Administrator recommends
with respect to the Basic Documents.

     Section 6.02. General Duties. It shall be the duty of the Owner Trustee:

     (a) to discharge (or cause to be  discharged)  all of its  responsibilities
pursuant to the terms of this  Agreement  and the Basic  Documents  to which the
Trust  is  a  party  and  to  administer  the  Trust  in  the  interest  of  the
Certificateholders,  subject to the Basic  Documents and in accordance  with the
provisions  of this  Agreement;  provided,  however,  that  notwithstanding  the
foregoing,  the Owner Trustee shall be deemed to have  discharged its duties and
responsibilities  hereunder  and under the Basic  Documents  to the  extent  the
Administrator has agreed in the  Administration  Agreement to perform any act or
to  discharge  any  duty of the  Owner  Trustee  hereunder  or under  any  Basic
Document,  and the Owner  Trustee  shall not be held  liable for the  default or
failure  of  the   Administrator   to  carry  out  its  obligations   under  the
Administration Agreement; and

     (b) to cooperate with the Administrator in carrying out the Administrator's
obligation to qualify and preserve the Trust's  qualification  to do business in
each jurisdiction,  if any, in which such qualification is or shall be necessary
to protect the validity and  enforceability  of the  Indenture,  the Notes,  the
Receivables and any other instrument and agreement included in the Trust Estate;
provided  that the Owner  Trustee may rely on advice of counsel  with respect to
such obligation.

     Section 6.03. Action upon Instruction.


                                       21
<PAGE>

     (a)  Subject to Article  IV and in  accordance  with the terms of the Basic
Documents,  the  Certificateholders  may by written instruction direct the Owner
Trustee in the  management of the Trust.  Such direction may be exercised at any
time by written instruction of the Certificateholders pursuant to Article IV.

     (b) The Owner Trustee shall not be required to take any action hereunder or
under any Basic Document if the Owner Trustee shall have reasonably  determined,
or shall have been  advised by counsel,  that such action is likely to result in
liability on the part of the Owner Trustee or is contrary to the terms hereof or
of any Basic Document or is otherwise contrary to law.

     (c)  Whenever  the Owner  Trustee is unable to decide  between  alternative
courses of action  permitted or required by the terms of this Agreement or under
any Basic  Document,  the Owner Trustee shall promptly give notice (in such form
as shall be appropriate under the  circumstances) to the  Certificateholders  of
record as of the preceding  Record Date requesting  instruction as to the course
of action to be adopted,  and to the extent the Owner Trustee acts in good faith
in accordance with any written instruction of such Certificateholders  received,
the Owner  Trustee  shall not be liable on account of such action to any Person.
If the Owner Trustee shall not have received  appropriate  instruction within 10
days of such notice (or within such shorter  period of time as reasonably may be
specified in such notice or may be necessary  under the  circumstances)  it may,
but shall be under no duty to,  take or  refrain  from  taking  such  action not
inconsistent with this Agreement or the Basic Documents,  as it shall deem to be
in the best interests of the Certificateholders,  and shall have no liability to
any Person for such action or inaction.

     (d) In the event that the Owner Trustee is unsure as to the  application of
any provision of this  Agreement or any Basic  Document or any such provision is
ambiguous as to its  application,  or is, or appears to be, in conflict with any
other  applicable  provision,  or in the event that this  Agreement  permits any
determination  by the Owner  Trustee  or is silent  or is  incomplete  as to the
course of action that the Owner  Trustee is  required to take with  respect to a
particular  set of facts,  the Owner  Trustee  may give  notice (in such form as
shall be  appropriate  under the  circumstances)  to the  Certificateholders  of
record as of the preceding Record Date requesting instruction and, to the extent
that the Owner  Trustee acts or refrains from acting in good faith in accordance
with any such instruction  received,  the Owner Trustee shall not be liable,  on
account of such action or inaction,  to any Person.  If the Owner  Trustee shall
not have  received  appropriate  instruction  within 10 days of such  notice (or
within such shorter period of time as reasonably may be specified in such notice
or may be necessary under the  circumstances) it may, but shall be under no duty
to, take or refrain from taking such action not inconsistent with this Agreement
or the Basic  Documents,  as it shall  deem to be in the best  interests  of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

     Section  6.04.  No  Duties  Except as  Specified  in this  Agreement  or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment


                                       22
<PAGE>

with respect to, register,  record, sell, dispose of, or otherwise deal with the
Trust Estate,  or to otherwise take or refrain from taking any action under,  or
in connection with, any document  contemplated hereby to which the Owner Trustee
or the  Trust is a party,  except  as  expressly  provided  by the terms of this
Agreement  or in any  document  or  written  instruction  received  by the Owner
Trustee pursuant to Section 6.04; and no implied duties or obligations  shall be
read into this  Agreement or any Basic Document  against the Owner Trustee.  The
Owner  Trustee  shall  have  no  responsibility  for  filing  any  financing  or
continuation  statement in any public office at any time or to otherwise perfect
or maintain  the  perfection  of any  security  interest  or Lien  granted to it
hereunder or to prepare or file any  Securities and Exchange  Commission  filing
for the Trust or to record  this  Agreement  or any  Basic  Document.  The Owner
Trustee nevertheless agrees that it will, at its own cost and expense,  promptly
take all action as may be necessary  to  discharge  any Liens on any part of the
Trust Estate that result from actions by, or claims  against,  the Owner Trustee
in its  individual  capacity  that  are  not  related  to the  ownership  or the
administration of the Trust Estate.

     Section 6.05. No Action Except Under Specified  Documents or  Instructions.
The Owner Trustee shall not manage,  control, use, sell, dispose of or otherwise
deal with any part of the Trust Estate except (i) in accordance  with the powers
granted to and the authority  conferred upon the Owner Trustee  pursuant to this
Agreement,  (ii) in accordance  with the Basic Documents and (iii) in accordance
with any  document or  instruction  delivered to the Owner  Trustee  pursuant to
Section 6.03.

     Section 6.06. Restrictions.  The Owner Trustee shall not take any action to
that,  to the actual  knowledge,  (a) is  inconsistent  with the purposes of the
Trust set forth in  Section  2.03 or (b) would  result in the  Trust's  becoming
taxable as a corporation for federal income tax purposes. The Certificateholders
shall not  direct the Owner  Trustee  to take  action  that  would  violate  the
provisions of this Section.

                                  ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

     Section 7.01.  Acceptance of Trusts and Duties.  The Owner Trustee  accepts
the  trusts  hereby  created  and agrees to perform  its duties  hereunder  with
respect to such  trusts,  but only upon the terms of this  Agreement.  The Owner
Trustee also agrees to disburse all moneys actually  received by it constituting
part of the  Trust  Estate  upon  the  terms  of the  Basic  Documents  and this
Agreement. The Owner Trustee shall not be answerable or accountable hereunder or
under any Basic Document under any circumstances, except (i) for its own willful
misconduct  or gross  negligence  or (ii) in the case of the  inaccuracy  of any
representation or warranty contained in Section 7.03 expressly made by the Owner
Trustee.  In  particular,  but  not by way of  limitation  (and  subject  to the
exceptions set forth in the preceding sentence):

     (a) The Owner Trustee shall not be liable for any error of judgment made by
a Trust Officer of the Owner Trustee;


                                       23
<PAGE>

     (b) The Owner  Trustee shall not be liable with respect to any action taken
or  omitted  to be  taken  by it in  accordance  with  the  instructions  of the
Administrator or any Certificateholder;

     (c) No provision of this  Agreement or any Basic Document shall require the
Owner Trustee to expend or risk funds or otherwise incur any financial liability
in the  performance of any of its rights or powers  hereunder or under any Basic
Document if the Owner Trustee shall have  reasonable  grounds for believing that
repayment of such funds or adequate  indemnity against such risk or liability is
not reasonably assured or provided to it;

     (d)  Under  no  circumstances   shall  the  Owner  Trustee  be  liable  for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;

     (e) The Owner  Trustee  shall not be  responsible  for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by the
Depositor  or for  the  form,  character,  genuineness,  sufficiency,  value  or
validity  of any of the Trust  Estate,  or for or in respect of the  validity or
sufficiency of the Basic Documents, other than the certificate of authentication
on the Trust  Certificates,  and the Owner  Trustee  shall in no event assume or
incur  any   liability,   duty  or  obligation  to  any  Noteholder  or  to  any
Certificateholder,  other than as  expressly  provided  for herein or  expressly
agreed to in the other Basic Documents;

     (f)  The  Owner  Trustee  shall  not  be  responsible  for  monitoring  the
performance  of, and shall not be liable for the  default or  misconduct  of the
Administrator,  the Depositor,  the Servicer, the Indenture Trustee or any other
Person under any of the Basic  Documents  or  otherwise,  and the Owner  Trustee
shall have no  obligation or liability to perform the  obligations  of the Trust
under this Agreement or the Basic Documents that are required to be performed by
the  Administrator  under the  Administration  Agreement,  the Indenture Trustee
under  the  Indenture  or the  Depositor  or the  Servicer  under  the  Sale and
Servicing Agreement; and

     (g) The Owner  Trustee  shall be under no obligation to exercise any of the
rights or powers vested in it by this  Agreement,  or to  institute,  conduct or
defend any  litigation  under this Agreement or otherwise or in relation to this
Agreement or any Basic  Document,  at the request,  order or direction of any of
the Certificateholders, unless such Certificateholders have offered to the Owner
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities  that may be incurred by the Owner Trustee  therein or thereby.  The
right of the Owner Trustee to perform any  discretionary  act enumerated in this
Agreement or in any Basic  Document  shall not be  construed as a duty,  and the
Owner  Trustee shall not be  answerable  for other than its gross  negligence or
willful misconduct in the performance of any such act.

     Section 7.02.  Furnishing of Documents.  The Owner Trustee shall furnish to
the  Certificateholders,  promptly upon receipt of a written  request  therefor,
duplicates or


                                       24
<PAGE>

copies of all  reports,  notices,  requests,  demands,  certificates,  financial
statements  and any other  instruments  furnished to the Owner Trustee under the
Basic Documents.

     Section 7.03.  Representations  and  Warranties.  The Owner Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholders, that:

     (a) It is a banking corporation duly organized and validly existing in good
standing under the laws of the State of Delaware. It has all requisite corporate
power and authority to execute,  deliver and perform its obligations  under this
Agreement.

     (b) It has taken all corporate  action necessary to authorize the execution
and delivery by it of this  Agreement,  and this  Agreement will be executed and
delivered by one of its officers who is duly  authorized  to execute and deliver
this Agreement on its behalf.

     (c) Neither the execution or the delivery by it of this Agreement,  nor the
consummation by it of the transactions contemplated hereby, nor compliance by it
with any of the terms or  provisions  hereof  will  contravene  any  federal  or
Delaware law,  governmental  rule or  regulation  governing the banking or trust
powers  of the  Owner  Trustee  or any  judgment  or  order  binding  on it,  or
constitute  any default under its charter  documents or bylaws or any indenture,
mortgage,  contract,  agreement or instrument to which it is a party or by which
any of its properties may be bound.

     (d) It is a corporation satisfying the provisions of Section 3807(a) of the
Business Trust Statute;  authorized to exercise corporate trust powers; having a
combined capital and surplus of at least  $50,000,000 and subject to supervision
or examination by federal or state  authorities;  and having (or having a parent
that has) time deposits that are rated at least A-1 by Standard & Poor's and P-1
by Moody's or who is otherwise acceptable to each Rating Agency.

     Section 7.04. Reliance; Advice of Counsel.

     (a) The Owner Trustee shall incur no liability to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report,  opinion,  bond, or other document or paper believed by it to be genuine
and  believed  by it to be  signed by the  proper  party or  parties.  The Owner
Trustee may accept a certified copy of a resolution of the board of directors or
other  governing  body of any corporate  party as conclusive  evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of determination of which is not
specifically  prescribed  herein,  the Owner Trustee may for all purposes hereof
rely on a  certificate,  signed by the president or any vice president or by the
treasurer or other authorized officers of the relevant party, as to such fact or
matter,  and such  certificate  shall  constitute  full  protection to the Owner
Trustee  for any  action  taken or  omitted  to be taken by it in good  faith in
reliance thereon.


                                       25
<PAGE>

     (b) In the exercise or  administration  of the trusts  hereunder and in the
performance  of its duties and  obligations  under this  Agreement  or the Basic
Documents,  the Owner  Trustee  (i) may act  directly  or through  its agents or
attorneys  pursuant to agreements  entered into with any of them,  and the Owner
Trustee  shall not be liable for the  conduct or  misconduct  of such  agents or
attorneys  if such  agents or  attorneys  shall have been  selected by the Owner
Trustee with reasonable care, and (ii) may consult with counsel, accountants and
other skilled  Persons to be selected with  reasonable  care and employed by it.
The Owner  Trustee  shall not be liable for anything  done,  suffered or omitted
reasonably  and in good faith by it in accordance  with the opinion or advice of
any such counsel, accountants or other such Persons.

     Section 7.05. Not Acting in Individual Capacity. Except as provided in this
Article VII, in accepting the trusts hereby  created,  Wilmington  Trust Company
acts solely as Owner Trustee hereunder and not in its individual  capacity,  and
all  Persons  having  any  claim  against  the  Owner  Trustee  by reason of the
transactions  contemplated  by this  Agreement or any Basic  Document shall look
only to the Trust Estate for payment or satisfaction thereof.

     Section  7.06.  Owner  Trustee  Not  Liable for Trust  Certificates  or for
Receivables.  The recitals contained herein and in the Trust Certificates (other
than the  signature  and  countersignature  of the  Owner  Trustee  on the Trust
Certificates)  shall be taken as the statements of the Depositor,  and the Owner
Trustee assumes no  responsibility  for the correctness  thereof.  Except as set
forth in Section  7.03,  the Owner Trustee  makes no  representations  as to the
validity or sufficiency of this Agreement, of any Basic Document or of the Trust
Certificates (other than the signature and countersignature of the Owner Trustee
on the  Trust  Certificates)  or the  Notes,  or of any  Receivable  or  related
documents.  The  Owner  Trustee  shall  at no time  have any  responsibility  or
liability for or with respect to the legality,  validity and  enforceability  of
any Receivable or the perfection and priority of any security  interest  created
by any  Receivable  in any  Financed  Vehicle  or the  maintenance  of any  such
perfection and priority,  or for or with respect to the sufficiency of the Trust
Estate  or its  ability  to  generate  the  payments  to be  distributed  to the
Certificateholders  under this Agreement or the Noteholders under the Indenture,
including,  without  limitation:  the existence,  condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence  and  contents  of any  Receivable  on any  computer  or other  record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment;  the completeness of any Receivable;  the performance or
enforcement of any  Receivable;  the compliance by the Depositor or the Servicer
with any  warranty  or  representation  made under any Basic  Document or in any
related document or the accuracy of any such warranty or representation,  or any
action of the  Administrator,  the  Indenture  Trustee  or the  Servicer  or any
subservicer taken in the name of the Owner Trustee.

     Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The Owner
Trustee in its  individual or any other capacity may become the owner or pledgee
of  Trust   Certificates  or  Notes  and  may  deal  with  the  Depositor,   the
Administrator, the


                                       26
<PAGE>

Indenture Trustee and the Servicer in banking  transactions with the same rights
as it would have if it were not Owner Trustee.

     Section  7.08.  Doing  Business  in  Other  Jurisdictions.  Notwithstanding
anything contained herein to the contrary,  neither Wilmington Trust Company nor
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of  Delaware if the taking of such action will (i) require the
consent or approval or authorization or order of, or the giving of notice to, or
the  registration  with,  or the taking of any other  action in required by, any
state or other  governmental  authority or agency of any jurisdiction other than
the State of Delaware;  (ii) result in any fee, tax or other governmental charge
under the laws of any  jurisdiction  or any  political  subdivisions  thereof in
existence on the date hereof other than the State of Delaware  becoming  payable
by Wilmington  Trust Company or the Owner Trustee;  or (iii) subject  Wilmington
Trust Company or the Owner Trustee to personal  jurisdiction in any jurisdiction
other  than the  State of  Delaware  for  causes  of  action  arising  from acts
unrelated to the consummation of the transactions by Wilmington Trust Company or
the Owner Trustee,  as the case may be,  contemplated  hereby. The Owner Trustee
shall be entitled to obtain advice of counsel  (which advice shall be an expense
of the Administrator  under Section 8.01 of this Agreement) to determine whether
any  action  required  to be taken  pursuant  to the  Agreement  results  in the
consequences described in clauses (i), (ii) and (iii) of the preceding sentence.
In the event that said counsel  advises the Owner  Trustee that such action will
result in such  consequences,  the Owner  Trustee  will  appoint  an  additional
trustee pursuant to Section 10.05 hereof to proceed with such action.

     Section  7.09.   Paying  Agent;   Authenticating   Agent.  The  rights  and
protections  afforded to the Owner Trustee  pursuant to Article VII and Sections
8.02,   10.02,   and  10.03  shall  also  be  afforded  to  the  Paying   Agent,
authenticating agent and Certificate Registrar.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

     Section 8.01. Owner Trustee's Fees and Expenses.  The  Administrator  shall
pay to the Owner Trustee as compensation for its services hereunder such fees as
have been separately agreed upon before the date hereof between the Servicer and
the Owner Trustee,  and the Administrator  shall reimburse the Owner Trustee for
its other reasonable expenses hereunder,  including the reasonable compensation,
expenses and disbursements of such agents, representatives,  experts and counsel
as the Owner Trustee may employ in connection  with the exercise and performance
of its rights and its duties hereunder and under the Basic Documents.

     Section 8.02. Indemnification. The Administrator shall be liable as primary
obligor for, and shall indemnify the Owner Trustee and its successors,  assigns,
agents and servants (collectively,  the "Indemnified Parties") from and against,
any and all liabilities,  obligations,  losses,  damages, taxes, claims, actions
and suits, and any and all reasonable


                                       27
<PAGE>

costs, expenses and disbursements (including reasonable legal fees and expenses)
of any kind and nature  whatsoever  (collectively,  "Expenses") which may at any
time be imposed on,  incurred by, or asserted  against the Owner  Trustee or any
Indemnified  Party in any way relating to or arising out of this Agreement,  the
Basic Documents, the Trust Estate, the administration of the Trust Estate or the
action  or  inaction  of the  Owner  Trustee  hereunder,  except  only  that the
Administrator  shall not be liable for or required to indemnify  an  Indemnified
Party from and against  Expenses  arising or  resulting  from any of the matters
described in the third  sentence of Section 7.01. The  indemnities  contained in
this Section shall survive the  resignation  or termination of the Owner Trustee
or the  termination  of this  Agreement.  In any event of any  claim,  action or
proceeding  for which  indemnity  will be sought  pursuant to this Section,  the
Indemnified  Party's choice of legal counsel shall be subject to the approval of
the Administrator, which approval shall not be unreasonably withheld.

     Section 8.03.  Payments to the Owner Trustee.  Any amounts paid pursuant to
this Article  VIII shall be payable  solely in the priority set forth in Section
5.06(b) of the Sale and Servicing Agreement and shall be deemed not to be a part
of the Trust Estate immediately after such payment.

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

     Section 9.01. Termination of Trust Agreement.

     (a) This Agreement (other than Section 5.05 and Article VIII) and the Trust
shall terminate and be of no further force or effect upon the final distribution
by the Owner  Trustee of all moneys or other  property  or proceeds of the Trust
Estate in  accordance  with the terms of the  Indenture,  the Sale and Servicing
Agreement  and Article V. The  bankruptcy,  liquidation,  dissolution,  death or
incapacity  of any  Certificateholder  shall not (i) operate to  terminate  this
Agreement   or  the  Trust,   (ii)  entitle   such   Certificateholder's   legal
representatives  or  heirs  to claim an  accounting  or to take  any  action  or
proceeding  in any court for a partition or winding up of all or any part of the
Trust or Trust  Estate or (iii)  otherwise  affect the rights,  obligations  and
liabilities of the parties hereto.

     (b) Except as provided in Section  9.01(a),  neither the  Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Trust.

     (c) Notice of any  termination  of the Trust,  specifying  the Payment Date
upon which  Certificateholders  shall surrender their Trust  Certificates to the
Paying Agent for payment of the final  distribution and  cancellation,  shall be
given by the Owner  Trustee by letter to the  Certificateholders  mailed  within
five  Business Days of receipt of notice of such  termination  from the Servicer
given pursuant to Section 9.01 of the Sale and Servicing Agreement,  stating (i)
the  Payment  Date upon or with  respect  to which  final  payment  of the Trust
Certificates shall be made upon presentation and surrender of


                                       28
<PAGE>

the Trust  Certificates  at the office of the Paying Agent  therein  designated,
(ii) the  amount of any such  final  payment  and  (iii)  that the  Record  Date
otherwise applicable to such Payment Date is not applicable, payments being made
only upon presentation and surrender of the Trust  Certificates at the office of
the Paying Agent therein specified.  The Owner Trustee shall give such notice to
the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent
at the time such notice is given to the  Certificateholders.  Upon  presentation
and  surrender  of the Trust  Certificates,  the Paying  Agent shall cause to be
distributed to the Certificateholders amounts distributable on such Payment Date
pursuant to Section 5.02.

     In the event that all of the  Certificateholders  shall not surrender their
Trust  Certificates for cancellation  within six months after the date specified
in the above  mentioned  written  notice,  the Owner Trustee shall give a second
written  notice to the  remaining  Certificateholders  to surrender  their Trust
Certificates for cancellation  and receive the final  distribution  with respect
thereto.  If within one year after the second notice all the Trust  Certificates
shall not have been  surrendered  for  cancellation,  the Owner Trustee may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the   remaining   Certificateholders   concerning   surrender   of  their  Trust
Certificates,  and the cost  thereof  shall be paid out of the  funds  and other
assets that shall remain subject to this  Agreement.  Any funds remaining in the
Trust  after  exhaustion  of such  remedies  shall be  distributed  by the Owner
Trustee  to the  holder  of the  residual  interest  in the  Trust,  subject  to
applicable escheat laws.

     (d) Upon the  winding up of the Trust and the written  instructions  of the
Depositor,  the  Owner  Trustee  shall  cause  the  Certificate  of  Trust to be
cancelled by filing a certificate of cancellation with the Secretary of State in
accordance  with the  provisions of Section 3810 of the Business  Trust Statute.
Thereupon  the  Trust  and  this  Agreement  (other  than  Article  VIII)  shall
terminate.

                                   ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     Section  10.01.  Eligibility  Requirements  for  Owner  Trustee.  The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute;  authorized to exercise  corporate  trust
powers;  having a  combined  capital  and  surplus of at least  $50,000,000  and
subject to  supervision  or  examination  by federal or state  authorities;  and
having (or having a parent that has) time  deposits  that are rated at least A-1
by Standard & Poor's and P-1 by Moody's,  or which is  otherwise  acceptable  to
each Rating Agency.  If such  corporation  shall publish reports of condition at
least  annually  pursuant  to  law  or to  the  requirements  of  the  aforesaid
supervising or examining  authority,  then for the purpose of this Section,  the
combined  capital  and  surplus  of such  corporation  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the


                                       29
<PAGE>

Owner  Trustee  shall  resign  immediately  in the  manner  and with the  effect
specified in Section 10.02.

     Section 10.02.  Resignation or Removal of Owner Trustee.  The Owner Trustee
may at any time  resign  and be  discharged  from the trusts  hereby  created by
giving written notice thereof to the  Administrator,  the Indenture  Trustee and
the  Rating   Agencies.   Upon  receiving  such  notice  of   resignation,   the
Administrator  shall  promptly  appoint a  successor  Owner  Trustee  by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning  Owner  Trustee and one copy to the  successor  Owner  Trustee.  If no
successor  Owner  Trustee  shall  have  been  so  appointed  and  have  accepted
appointment  within 30 days after the giving of such notice of resignation,  the
resigning Owner Trustee may petition any court of competent jurisdiction for the
appointment of a successor Owner Trustee.

     If at any time the Owner  Trustee  shall cease to be eligible in accordance
with the  provisions  of Section  10.01 and shall fail to resign  after  written
request therefor by the Administrator, or if at any time the Owner Trustee shall
be legally  unable to act, or shall be  adjudged  bankrupt  or  insolvent,  or a
receiver of the Owner  Trustee or of its  property  shall be  appointed,  or any
public  officer  shall take  charge or  control  of the Owner  Trustee or of its
property  or  affairs  for  the  purpose  of  rehabilitation,   conservation  or
liquidation,  then the  Administrator  may  remove  the  Owner  Trustee.  If the
Administrator  shall  remove  the  Owner  Trustee  under  the  authority  of the
immediately  preceding  sentence,  the  Administrator  shall promptly  appoint a
successor Owner Trustee by written instrument,  in duplicate,  one copy of which
instrument  shall be delivered to the outgoing  Owner Trustee so removed and one
copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing
Owner Trustee.

     Any  resignation  or  removal of the Owner  Trustee  and  appointment  of a
successor Owner Trustee  pursuant to any of the provisions of this Section shall
not become  effective  until  acceptance of appointment  by the successor  Owner
Trustee  pursuant to Section  10.03 and payment of all fees and expenses owed to
the outgoing  Owner  Trustee.  The  Administrator  shall provide  notice of such
resignation or removal of the Owner Trustee to each Rating Agency.

     Section  10.03.  Successor  Owner  Trustee.  Any  successor  Owner  Trustee
appointed  pursuant to Section  10.01 or 10.02 shall  execute,  acknowledge  and
deliver to the  Administrator and to its predecessor Owner Trustee an instrument
accepting such appointment  under this Agreement,  and thereupon the resignation
or removal of the  predecessor  Owner Trustee shall become  effective,  and such
successor  Owner  Trustee,  without any further act, deed or  conveyance,  shall
become fully vested with all the rights,  powers,  duties and obligations of its
predecessor  under this  Agreement,  with like effect as if originally  named as
Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and
expenses,  deliver to the successor  Owner Trustee all documents and  statements
and  monies  held by it under  this  Agreement;  and the  Administrator  and the
predecessor Owner Trustee shall execute and deliver such instruments and do such


                                       30
<PAGE>

other things as may  reasonably be required for fully and certainly  vesting and
confirming in the successor  Owner Trustee all such rights,  powers,  duties and
obligations.

     No successor  Owner  Trustee shall accept  appointment  as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.01.

     Upon  acceptance of  appointment by a successor  Owner Trustee  pursuant to
this   Section,   the   Administrator   shall   mail   notice   thereof  to  all
Certificateholders, the Servicer, the Indenture Trustee, the Noteholders and the
Rating Agencies.  If the Administrator  shall fail to mail such notice within 10
days after  acceptance of such  appointment by the successor Owner Trustee,  the
successor  Owner  Trustee shall cause such notice to be mailed at the expense of
the Administrator.

     Any successor Owner Trustee appointed  pursuant to this Section 10.03 shall
promptly  file an amendment to the  Certificate  of Trust with the  Secretary of
State  identifying  the name and principal  place of business of such  successor
Owner Trustee in the State of Delaware.

     Section 10.04.  Merger or Consolidation  of Owner Trustee.  Any Person into
which the Owner  Trustee  may be merged  or  converted  or with  which it may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation  to which  the  Owner  Trustee  shall be a  party,  or any  Person
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee  hereunder,  without
the execution or filing of any  instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein  to  the  contrary  notwithstanding;
provided,  that such Person  shall be eligible  pursuant to Section  10.01;  and
provided  further,  that the Owner  Trustee  shall mail notice of such merger or
consolidation to each Rating Agency;  and provided further,  that such successor
Owner Trustee shall file an amendment to the  Certificate  of Trust as described
in Section 10.03.

     Section   10.05.   Appointment   of   Co-Trustee   or   Separate   Trustee.
Notwithstanding  any other  provisions of this  Agreement,  at any time, for the
purpose of meeting any legal  requirements of any jurisdiction in which any part
of the Trust  Estate or any  Financed  Vehicle may at the time be  located,  the
Administrator  and the Owner  Trustee  acting  jointly  shall have the power and
shall  execute  and  deliver  all  instruments  to appoint  one or more  Persons
approved by the  Administrator  and Owner Trustee to act as co-trustee,  jointly
with the Owner Trustee,  or as separate trustee or separate trustees,  of all or
any part of the Trust Estate, and to vest in such Person, in such capacity, such
title to the  Trust  Estate  or any  part  thereof  and,  subject  to the  other
provisions of this Section, such powers, duties, obligations,  rights and trusts
as the Administrator and the Owner Trustee may consider  necessary or desirable.
If the  Administrator  shall not have joined in such appointment  within 15 days
after the  receipt by it of a request so to do, the Owner  Trustee  alone  shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor


                                       31
<PAGE>

Owner Trustee  pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

     Each separate trustee and co-trustee shall, to the extent permitted by law,
be appointed and act subject to the following provisions and conditions:

     (a) All rights,  powers,  duties and obligations  conferred or imposed upon
the Owner  Trustee  shall be  conferred  upon and  exercised or performed by the
Owner  Trustee  and such  separate  trustee  or  co-trustee  jointly  (it  being
understood  that such separate  trustee or  co-trustee is not  authorized to act
separately  without the Owner Trustee joining in such act), except to the extent
that under any law of any  jurisdiction  in which any particular act or acts are
to be performed,  the Owner  Trustee  shall be  incompetent  or  unqualified  to
perform  such act or acts,  in which  event  such  rights,  powers,  duties  and
obligations  (including  the holding of title to the Trust Estate or any portion
thereof in any such  jurisdiction)  shall be exercised and  performed  singly by
such separate  trustee or  co-trustee,  but solely at the direction of the Owner
Trustee;

     (b) No trustee under this Agreement shall be personally liable by reason of
any act or omission of any other trustee under this Agreement; and

     (c) The  Administrator and the Owner Trustee acting jointly may at any time
accept the resignation of or remove any separate trustee or co-trustee.

     Any notice,  request or other  writing  given to the Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as  effectively  as if given to each of them.  Every  instrument  appointing any
separate  trustee or co-trustee shall refer to this Agreement and the conditions
of this Article.  Each separate  trustee and co-trustee,  upon its acceptance of
the trusts conferred,  shall be vested with the estates or property specified in
its  instrument  of  appointment,  either  jointly  with the  Owner  Trustee  or
separately,  as may be provided  therein,  subject to all the provisions of this
Agreement,  specifically including every provision of this Agreement relating to
the conduct of,  affecting  the liability  of, or affording  protection  to, the
Owner Trustee.  Each such instrument shall be filed with the Owner Trustee and a
copy thereof given to the Administrator.

     Any  separate  trustee  or  co-trustee  may at any time  appoint  the Owner
Trustee as its agent or attorney-in-fact  with full power and authority,  to the
extent not  prohibited  by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name.  If any separate  trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties,  rights,  remedies  and trusts shall vest in and be exercised by the
Owner Trustee,  to the extent permitted by law, without the appointment of a new
or successor co-trustee or separate trustee.


                                       32
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.01. Supplements and Amendments. This Agreement may be amended by
the Depositor and the Owner  Trustee,  with prior written  notice to each Rating
Agency, without the consent of any of the Noteholders or the Certificateholders,
to cure any ambiguity, to correct or supplement any provisions in this Agreement
or for the  purpose of adding any  provisions  to or  changing  in any manner or
eliminating  any of the  provisions  in this  Agreement  or of  modifying in any
manner  the  rights  of the  Noteholders  or the  Certificateholders;  provided,
however,  that such action shall not, as evidenced  by the  satisfaction  of the
Rating Agency Condition with respect to such amendment,  adversely affect in any
material respect the interests of any Noteholder or Certificateholder; provided,
further,  that such  amendment  shall not be deemed to  adversely  affect in any
material  respect the interest of any  Noteholder  or  Certificateholder  if the
person  requesting  such  amendment  obtains a letter  from the Rating  Agencies
stating that the amendment would not result in the downgrading withdrawal of the
ratings then assigned to the Notes and Trust Certificates.

     This  Agreement  may also be amended from time to time by the Depositor and
the Owner Trustee,  with prior written  notice to each Rating  Agency,  with the
consent of the Holders (as defined in the Indenture) of the Controlling Class of
Notes evidencing not less than a majority of the Outstanding Amount of the Notes
and the consent of the Holders of Trust Certificates  evidencing not less than a
majority of the Certificate Percentage Interests,  for the purpose of adding any
provisions to or changing in any manner or eliminating  any of the provisions of
this  Agreement or of modifying in any manner the rights of the  Noteholders  or
the  Certificateholders;  provided,  however,  that no such amendment  shall (a)
increase  or reduce in any  manner the  amount  of, or  accelerate  or delay the
timing of, collections of payments on Receivables or distributions that shall be
required to be made for the benefit of the Noteholders or the Certificateholders
or (b) reduce the aforesaid  percentage of the  Outstanding  Amount of the Notes
and  the  Certificate  Percentage  Interest  required  to  consent  to any  such
amendment,  without the consent of the Holders of all then-outstanding Notes and
Trust Certificates.

     Promptly  after the execution of any such  amendment or consent,  the Owner
Trustee shall furnish written notification of the substance of such amendment or
consent to each Certificateholder, the Indenture Trustee and each Rating Agency.

     It  shall  not be  necessary  for  the  consent  of  Certificateholders  or
Noteholders  pursuant  to this  Section to approve  the  particular  form of any
proposed amendment or consent,  but it shall be sufficient if such consent shall
approve the substance  thereof.  The manner of obtaining  such consents (and any
other  consents of  Certificateholders  provided for in this Agreement or in any
other Basic  Document)  and of  evidencing  the  authorization  of the execution
thereof by Certificateholders  shall be subject to such reasonable  requirements
as the Owner Trustee may prescribe.

     Promptly after the execution of any amendment to the  Certificate of Trust,
the Owner Trustee shall cause the filing of such amendment with the Secretary of
State.


                                       33
<PAGE>

     Prior  to  the  execution  of  any  amendment  to  this  Agreement  or  the
Certificate  of Trust,  the Owner  Trustee shall be entitled to receive and rely
upon an Opinion of Counsel  stating  that the  execution  of such  amendment  is
authorized or permitted by this Agreement.  The Owner Trustee may, but shall not
be obligated to, enter into any such amendment that affects the Owner  Trustee's
own rights, duties or immunities under this Agreement or otherwise.

     In connection  with the execution of any amendment to this Trust  Agreement
or any amendment of any other agreement to which the Trust is a party, the Owner
Trustee  shall be entitled to receive and  conclusively  rely upon an Opinion of
Counsel to the effect that such  amendment  is  authorized  or  permitted by the
Basic Documents and that all conditions precedent in the Basic Documents for the
execution and delivery  thereof by the Trust or the Owner  Trustee,  as the case
may be, have been satisfied.

     Section  11.02.  No  Legal  Title to Trust  Estate  in  Certificateholders.
Neither the Depositor nor the  Certificateholders  shall have legal title to any
part of the Trust Estate.  The  Certificateholders  shall be entitled to receive
distributions with respect to their undivided ownership interest therein only in
accordance  with  Articles  V and  IX.  No  transfer,  by  operation  of  law or
otherwise,  of any right, title or interest of the  Certificateholders to and in
their  ownership  interest in the Trust Estate shall  operate to terminate  this
Agreement or the trusts  hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Trust Estate.

     Section  11.03.  Limitations  on Rights of Others.  The  provisions of this
Agreement are solely for the benefit of the Owner Trustee,  the  Depositor,  the
Certificateholders,  the  Administrator  and, to the extent  expressly  provided
herein,  the  Indenture  Trustee  and  the  Noteholders,  and  nothing  in  this
Agreement,  whether express or implied,  shall be construed to give to any other
Person  any legal or  equitable  right,  remedy or claim in the Trust  Estate or
under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.

     Section 11.04. Notices.

     (a) Unless otherwise  expressly specified or permitted by the terms hereof,
all notices  shall be in writing and shall be deemed  given upon  receipt by the
intended  recipient or three  Business Days after mailing if mailed by certified
mail,  postage  prepaid (except that notice to the Owner Trustee shall be deemed
given only upon actual receipt by the Owner  Trustee),  if to the Owner Trustee,
addressed to the Corporate Trust Office;  if to the Depositor,  addressed to 300
Chestnut Ridge Road,  Woodcliff  Lake, NJ 07677;  or, as to each party,  at such
other address as shall be  designated by such party in a written  notice to each
other  party.  A copy of any such notice  shall also be mailed to the  Servicer,
addressed to the attention of Vice President Risk & Finance,  300 Chestnut Ridge
Road, Woodcliff Lake, NJ 07677.

     (b) Any notice  required or  permitted  to be given to a  Certificateholder
shall be given by first  class  mail,  postage  prepaid,  at the address of such


                                       34
<PAGE>

Certificateholder  as shown in the  Certificate  Register.  Any notice so mailed
within the time prescribed in this Agreement  shall be conclusively  presumed to
have  been duly  given,  whether  or not such  Certificateholder  receives  such
notice.

     Section  11.05.  Severability.  Any  provision  of this  Agreement  that is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section 11.06. Separate Counterparts. This Agreement may be executed by the
parties  hereto in separate  counterparts,  each of which when so  executed  and
delivered  shall  be an  original,  but all  such  counterparts  shall  together
constitute but one and the same instrument.

     Section  11.07.  Successors  and  Assigns.  All  covenants  and  agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
Depositor and its permitted assignees,  the Owner Trustee and its successors and
each  Certificateholder  and its successors and permitted assigns, all as herein
provided. Any request, notice, direction, consent, waiver or other instrument or
action by a  Certificateholder  shall bind the  successors  and  assigns of such
Certificateholder.

     Section 11.08.  Covenants of the  Depositor.  The Depositor will not at any
time  institute  against the Trust any bankruptcy  proceedings  under any United
States  federal  or state  bankruptcy  or  similar  law in  connection  with any
obligations relating to the Trust Certificates, the Notes, this Agreement or any
of the other Basic Documents.

     Section  11.09.  No  Petition.  The Owner  Trustee,  by entering  into this
Agreement,  each  Certificateholder,  by accepting a Trust Certificate,  and the
Indenture  Trustee  and each  Noteholder,  by  accepting  the  benefits  of this
Agreement,  hereby  covenant and agree that they will not at any time  institute
against  the  Depositor  or the  Trust or join in any  institution  against  the
Depositor or the Trust of, any  bankruptcy  proceedings  under any United States
federal or state  bankruptcy or similar law in connection  with any  obligations
relating to the Trust  Certificates,  the Notes,  this  Agreement  or any of the
Basic Documents.

     Section 11.10. No Recourse. (a) Each Certificateholder by accepting a Trust
Certificate  acknowledges  that such Trust  Certificate  represents a beneficial
interest  in the  Trust  only  and  does  not  represent  an  interest  in or an
obligation of the Depositor, the Servicer, the Administrator, the Owner Trustee,
the  Indenture  Trustee or any  Affiliate  thereof  and no  recourse  may be had
against such parties or their  assets,  except as may be expressly  set forth or
contemplated in this Agreement, the Trust Certificates or the Basic Documents.

     (b) In furtherance of and not in derogation of the foregoing, to the extent
the   Depositor   enters   into   other   securitization   transactions,    each
Certificateholder, by


                                       35
<PAGE>

accepting  a Trust  Certificate,  acknowledges  and agrees that it shall have no
right,  title or  interest  in or to any  assets  or  interests  therein  of the
Depositor  (other  than the Trust  Estate and Reserve  Account  relating to this
transaction)  conveyed or purported  to be conveyed by the  Depositor to another
securitization trust or other Person or Persons in connection therewith (whether
by way of a sale,  capital  contribution or by virtue of the granting of a lien)
("Other  Assets").  To the  extent  that,  notwithstanding  the  agreements  and
provisions contained herein, a Certificateholder  either (i) asserts an interest
or claim to, or benefit from, Other Assets,  whether asserted against or through
the Depositor or any other Person owned by the  Depositor,  or (ii) is deemed to
have any such  interest,  claim or benefit in or from Other  Assets,  whether by
operation of law, legal process, pursuant to applicable provisions of insolvency
laws or  otherwise  (including  by  virtue of  Section  1111(b)  of the  Federal
Bankruptcy  Code or any  successor  provision  having  similar  effect under the
Bankruptcy  Code),  and whether deemed asserted against or through the Depositor
or any other  Person owned by the  Depositor,  then each  Certificateholder,  by
accepting a Trust  Certificate,  further  acknowledges  and agrees that any such
interest,  claim or benefit in or from  Other  Assets is and shall be  expressly
subordinated  to  the  indefeasible  payment  in  full  of all  obligations  and
liabilities of the Depositor  which,  under the terms of the relevant  documents
relating to the  securitization  of such Other  Assets,  are entitled to be paid
from,  entitled to the benefits  of, or  otherwise  secured by such Other Assets
(whether or not any such entitlement or security  interest is legally  perfected
or  otherwise   entitled  to  priority  of  distribution  or  application  under
applicable  law,  including   insolvency  laws,  and  whether  asserted  against
Depositor or any other Person owned by the Depositor),  including the payment of
post-petition   interest  on  such  other  obligations  and  liabilities.   This
subordination  agreement  shall be deemed a subordination  agreement  within the
meaning of Section 510(a) of the Bankruptcy  Code.  Each  Certificateholder,  by
acceptance  of a Trust  Certificate,  further  acknowledges  and agrees  that no
adequate  remedy at law exists for a breach of this  paragraph  and the terms of
this  paragraph  may be  enforced  by an action for  specific  performance.  The
provisions  of this  paragraph  shall be for the third  party  benefit  of those
entitled  to rely  thereon  and  shall  survive  the  termination  of the  Trust
Agreement.

     Section 11.11.  Headings. The headings of the various Articles and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.

     Section  11.12.  GOVERNING  LAW.  THIS  AGREEMENT  SHALL  BE  CONSTRUED  IN
ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT  REFERENCE  TO ITS
CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.


                                       36
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have caused this Trust Agreement to
be duly executed by their respective  officers  hereunto duly authorized,  as of
the day and year first above written.

                                       BMW FS SECURITIES LLC,
                                       as Depositor

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:


                                       WILMINGTON TRUST COMPANY, as
                                       Owner Trustee

                                       By:
                                          -------------------------------------
                                          Name:
                                          Title:



                                       37
<PAGE>

                                                                       EXHIBIT A

                            FORM OF TRUST CERTIFICATE

                         BMW VEHICLE OWNER TRUST 2001-A

                         ASSET BACKED TRUST CERTIFICATE


     (This Trust  Certificate does not represent an interest in or obligation of
BMW FS Securities LLC or any of its Affiliates,  except to the extent  described
below.)

     (This Trust  Certificate is  subordinate to the Notes,  as set forth in the
Sale and Servicing Agreement)

     THIS TRUST  CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY  OTHER  APPLICABLE  SECURITIES  OR  "BLUE  SKY"  LAWS OF ANY  STATE OR OTHER
JURISDICTION,  AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
ANY OTHER  APPLICABLE  SECURITIES  OR "BLUE SKY" LAWS,  PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO.  IT AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY ACCOUNTS  FOR WHICH IT IS ACTING AS AGENT,  THAT SUCH TRUST
CERTIFICATE MAY BE RESOLD,  ASSIGNED,  PLEDED OR TRANSFERRED ONLY (A) SO LONG AS
THE  CERTIFICATE  IS  ELIGIBLE  FOR  RESALE  PURSUANT  TO RULE  144A  UNDER  THE
SECURITIES ACT, SUCH TO A PERSON WHOM THE TRANSFEROR  REASONABLY  BELIEVES AFTER
DUE  INQUIRY  IS A QIB ACTING FOR ITS OWN  ACCOUNT  (AND NOT FOR THE  ACCOUNT OF
OTHERS) OR AS A FIDUCIARY  OR AGENT FOR OTHERS  (WHICH  OTHERS ALSO ARE QIBS) TO
WHOM  NOTICE IS GIVEN THAT THE RESALE,  ASSIGNMENT,  PLEDGE OR TRANSFER IS BEING
MADE IN  RELIANCE  ON RULE  144A,  (B)  PURSUANT  TO AN  EFFECTIVE  REGISTRATION
STATEMENT  UNDER THE  SECURITIES ACT OR (C) SUCH RESALE,  ASSIGNMENT,  PLEDGE OR
OTHER  TRANSFER  IS  MADE  IN  A  TRANSACTION   EXEMPT  FROM  THE   REGISTRATION
REQUIREMENTS  OF THE SECURITIES ACT AND OTHER  SECURITIES OR "BLUE SKY" LAWS, IN
WHICH  CASE THE  OWNER  TRUSTEE  SHALL  REQUIRE  (I)  THAT  AND THE  PROSPECTIVE
TRANSFEREE  CERTIFY TO THE OWNER  TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS
SURROUNDING SUCH TRANSFER,  WHICH  CERTIFICATION  SHALL BE IN FORM AND SUBSTANCE
SATISFACTORY TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE,  A
WRITTEN  OPINION  OF  COUNSEL  (WHICH  SHALL NOT BE AT THE  EXPENSE OF THE OWNER
TRUSTEE) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE EFFECT THAT
SUCH  TRANSFER WILL NOT


                                       A-1
<PAGE>

VIOLATE THE  SECURITIES  ACT,  IN EACH CASE IN  ACCORDANCE  WITH ANY  APPLICABLE
SECURITIES  OR "BLUE  SKY"  LAWS OF ANY  STATE OR  JURISDICTION.  ANY  ATTEMPTED
TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID
AB INITIO AND THE PURPORTED  TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER
OF THE TRUST CERTIFICATE FOR ALL PURPOSES.

NO TRUST  CERTIFICATE OR INTEREST  THEREIN MAY BE ACQUIRED BY OR FOR THE ACCOUNT
OF (I) AN "EMPLOYEE  BENEFIT PLAN" (AS DEFINED IN SECTION 3(3) OF ERISA) THAT IS
SUBJECT  TO THE  PROVISIONS  OF TITLE I OF  ERISA,  (II) A "PLAN"  DESCRIBED  IN
SECTION  4975(E)(1)  OF THE CODE OR (III) ANY  ENTITY  WHOSE  UNDERLYING  ASSETS
INCLUDE  PLAN ASSETS BY REASON OF A PLAN'S  INVESTMENT  IN THE ENTITY  (EACH,  A
"BENEFIT  PLAN").  BY  ACCEPTING  AND  HOLDING A TRUST  CERTIFICATE,  THE HOLDER
THEREOF  SHALL BE  DEEMED TO HAVE  REPRESENTED  AND  WARRANTED  THAT IT IS NOT A
BENEFIT PLAN.

     THIS CERTIFIES THAT BMW FS SECURITIES LLC is the registered owner of a 100%
Certificate  Percentage Interest that is nonassessable,  fully-paid,  beneficial
ownership  interest in certain  distributions  of BMW Vehicle Owner Trust 2001-A
(the "Trust")  formed by BMW FS  Securities  LLC, a Delaware  limited  liability
company (the "Depositor").

     The Trust was created  pursuant to an Amended and Restated Trust  Agreement
dated as of April __, 2001 (the "Trust  Agreement"),  between the  Depositor and
Wilmington Trust Company,  as owner trustee (the "Owner Trustee"),  a summary of
certain of the pertinent  provisions of which is set forth below.  To the extent
not  otherwise  defined  herein,  the  capitalized  terms used  herein  have the
meanings  assigned to them in the Sale and Servicing  Agreement among the Trust,
the Depositor, as Seller, BMW Financial Services, NA, LLC, as Seller,  Servicer,
Administrator  and  Custodian  (the  "Servicer"),  the  Depositor  and The Chase
Manhattan Bank , as Indenture Trustee ("Indenture Trustee"), dated as of April [
], 2001, as the same may be amended or supplemented from time to time.

     This  Certificate  is  one  of  the  duly  authorized  Trust   Certificates
designated  as BMW Vehicle  Owner Trust 2001-A  Asset Backed Trust  Certificates
(herein called the "Trust Certificates").  Also issued under the Indenture dated
as of April [ ], 2001, between the Trust, as issuer and Indenture  Trustee,  are
five classes of Notes designated as Class A-1 Asset Backed Notes (the "Class A-1
Notes"),  ___% Class A-2 Asset Backed Notes (the "Class A-2 Notes"),  ___% Class
A-3 Asset  Backed  Notes (the "Class A-3  Notes"),  ___% Class A-4 Asset  backed
Notes (the "Class A-4 Notes" and,  together with the Class A-1 Notes,  the Class
A-2 Notes and the Class A-3 Notes, the "Class A Notes"),  and ___% Class B Asset
Backed  Notes (the "Class B Notes"  and,  together  with the Class A Notes,  the
"Notes").  This Trust  Certificate  is issued under and is subject to the terms,
provisions and conditions of the Trust  Agreement,  to which Trust Agreement the
holder


                                       A-2
<PAGE>

of this Trust  Certificate  by virtue of the  acceptance  hereof  assents and by
which such holder is bound.

     Under the Trust  Agreement,  there will be  distributed  on the 25th day of
each month (or, if such 25th day is not a Business Day, the next Business  Day),
commencing on April __, 2001, to the Person in whose name this Trust Certificate
is registered  at the close of business on the last day of the preceding  month,
such  Certificateholder's  Certificate  Percentage  Interest in the amount to be
distributed to Certificateholders on such date.

     The  holder of this Trust  Certificate  acknowledges  and  agrees  that its
rights to  receive  distributions  in  respect  of this  Trust  Certificate  are
subordinated  to the  rights of the  Noteholders  as  described  in the Sale and
Servicing Agreement, the Indenture and the Trust Agreement, as applicable.

     It is the intent of the Depositor,  the Servicer and the Certificateholders
that, for purposes of federal income,  state and local income and franchise tax,
until the Trust  Certificates  are held by other than the  Depositor,  the Trust
will be disregarded as an entity  separate from its owner. At such time that the
Trust  Certificates  are held by more than one  person,  it is the intent of the
Seller,  the Servicer and the  Certificateholders  that, for purposes of federal
income, state and local income and franchise tax, the Trust will be treated as a
partnership,  the  assets of which are the  assets  held by the  Trust,  and the
Certificateholders  will be treated as partners in that partnership.  The Seller
and the other Certificateholders, by acceptance of a Trust Certificate, agree to
treat,  and to take no action  inconsistent  with the  treatment  of,  the Trust
Certificates as such for tax purposes.

     Each Certificateholder, by its acceptance of a Trust Certificate, covenants
and agrees that such  Certificateholder  will not at any time institute  against
the Depositor, or join in or encourage any institution against the Depositor of,
any   bankruptcy,   reorganization,   arrangement,   insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Trust  Certificates,  the  Notes,  the  Trust  Agreement  or any  of  the  Basic
Documents.

     Each  Certificateholder by accepting a Trust Certificate  acknowledges that
such  Certificateholder's  Trust Certificates  represent beneficial interests in
the Trust only and do not represent  interests in or  obligations  of Depositor,
the Servicer,  Administrator,  Seller,  Owner Trustee,  Indenture Trustee or any
Affiliate  thereof and no  recourse  may be had  against  such  parties or their
assets,  except as expressly set forth or contemplated  in the Trust  Agreement,
the Trust Certificates or the Basic Documents.

     In furtherance of and not in derogation of the foregoing, to the extent the
Depositor enters into other securitization transactions, each Certificateholder,
by accepting a Trust Certificate,  acknowledges and agrees that it shall have no
right,  title or  interest  in or to any  assets  or  interests  therein  of the
Depositor (other than the Trust Estate


                                       A-3
<PAGE>

and Reserve Account  relating to this  transaction)  conveyed or purported to be
conveyed by the  Depositor  to another  securitization  trust or other Person or
Persons in connection  therewith (whether by way of a sale, capital contribution
or by virtue of the granting of a lien)  ("Other  Assets").  To the extent that,
notwithstanding   the   agreements   and   provisions    contained   herein,   a
Certificateholder  either (i) asserts an interest or claim to, or benefit  from,
Other  Assets,  whether  asserted  against or through the Depositor or any other
Person  owned by the  Depositor,  or (ii) is deemed  to have any such  interest,
claim or benefit in or from Other  Assets,  whether by operation  of law,  legal
process,  pursuant to  applicable  provisions  of  insolvency  laws or otherwise
(including by virtue of Section  1111(b) of the Federal  Bankruptcy  Code or any
successor  provision  having  similar  effect under the  Bankruptcy  Code),  and
whether  deemed  asserted  against or through the  Depositor or any other Person
owned by the  Depositor,  then  each  Certificateholder,  by  accepting  a Trust
Certificate,  further  acknowledges and agrees that any such interest,  claim or
benefit in or from Other  Assets is and shall be expressly  subordinated  to the
indefeasible payment in full of all obligations and liabilities of the Depositor
which,  under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise  secured by such Other Assets (whether or not any such  entitlement
or security interest is legally  perfected or otherwise  entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against  Depositor or any other Person owned by the Depositor),
including the payment of  post-petition  interest on such other  obligations and
liabilities.  This  subordination  agreement  shall be  deemed  a  subordination
agreement  within the meaning of Section  510(a) of the  Bankruptcy  Code.  Each
Certificateholder,  by acceptance of a Trust Certificate,  further  acknowledges
and agrees that no adequate  remedy at law exists for a breach of this paragraph
and the  terms of this  paragraph  may be  enforced  by an action  for  specific
performance.  The  provisions  of this  paragraph  shall be for the third  party
benefit of those  entitled to rely thereon and shall survive the  termination of
the Trust Agreement.

     The Trust  Certificates may not be acquired by or for the account of (i) an
"employee benefit plan" (as defined in Section 3(3) of ERISA) that is subject to
the  provisions  of  Title  I of  ERISA,  (ii) a  "plan"  described  in  Section
4975(e)(1) of the Code or (iii) any entity whose underlying  assets include plan
assets by reason of a plan's  investment in the entity (each, a "Benefit Plan").
By accepting and holding a Trust Certificate, the Holder thereof shall be deemed
to have represented and warranted that it is not a Benefit Plan.

     Unless the certificate of authentication hereon shall have been executed by
an  authorized  officer  of Owner  Trustee,  by  manual  signature,  this  Trust
Certificate  shall not entitle the holder  hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

     THIS TRUST  CERTIFICATE  SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF DELAWARE,  WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND


                                       A-4
<PAGE>

THE  OBLIGATIONS,  RIGHTS  AND  REMEDIES  OF  THE  PARTIES  HEREUNDER  SHALL  BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     IN WITNESS  WHEREOF,  Owner Trustee,  on behalf of the Trust and not in its
individual capacity, has caused this Trust Certificate to be duly executed.


                                    BMW VEHICLE OWNER TRUST 2001-A

                                    By: WILMINGTON TRUST COMPANY,
                                        not in its individual capacity,
                                        but solely as Owner Trustee


         Dated:____________         By:________________________________
                                       Authorized Signatory


                                    WILMINGTON TRUST COMPANY,
                                    not in its individual
                                    capacity, but solely as
                                    Owner Trustee

                                    By:_____________________
                                       Authenticating Agent

                                    By:_____________________
                                       Authorized Signatory


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Trust Certificates  referred to in the  within-mentioned
Trust Agreement.

                                    WILMINGTON TRUST COMPANY, as
                                    owner trustee


                                    By:________________________________
                                       Name:
                                       Title:


                                      A-5
<PAGE>

                                                                       EXHIBIT B


                                   ASSIGNMENT

     FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

--------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)

the within Trust Certificate,  and all rights thereunder, and hereby irrevocably
constitutes  and  appoints  ____________,   attorney,  to  transfer  said  Trust
Certificate  on the  books of the  Certificate  Registrar,  with  full  power of
substitution in the premises.

 Dated:                                                                    */
                                         ----------------------------------
                                                Signature Guaranteed:


                                                                           */
                                         ----------------------------------

----------
*/ NOTICE: The signature to this assignment must correspond with the name of the
registered  owner as it appears on the face of the within Trust  Certificate  in
every particular,  without alteration,  enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor  institution" meeting the
requirements of the Certificate Registrar, which requirements include membership
or participation in STAMP or such other "signature  guarantee program" as may be
determined by the Certificate  Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


                                      B-1
<PAGE>

                                                                       EXHIBIT C

                         FORM OF TRANSFEREE CERTIFICATE



                                     [Date]



BMW Vehicle Owner Trust 2001-A,
   as Issuer
c/o Wilmington Trust Company,
   as Owner Trustee

Wilmington Trust Company,
   as Owner Trustee


Ladies and Gentlemen:

     In  connection  with our proposed  purchase of the $____ Asset Backed Trust
Certificates  (the "Trust  Certificates") of BMW Vehicle Owner Trust 2001-A (the
"Issuer"),  a  trust  formed  by BMW FS  Securities,  LLC  (the  "Depositor"  or
"Seller"), we confirm that:

     a. We are a "qualified institutional buyer" as defined in Rule 144A ("QIB")
and are acquiring the Trust Certificate for its own  institutional  account (and
not for the  account  of others) or as a  fiduciary  or agent for others  (which
others also are  QIBs);We are a  "qualified  institutional  buyer" as defined in
Rule  144A  ("QIB")  and  are  acquiring  the  Trust  Certificate  for  its  own
institutional  account  (and not for the account of others) or as a fiduciary or
agent for others (which others also are QIBs);

     b. We acknowledge that the Trust Certificates have not been and will not be
registered under the Securities Act or the securities laws of any jurisdiction;

     c. We are familiar with Rule 144A and are aware that the sale is being made
in reliance on Rule 144A and we are not acquiring the Trust  Certificates with a
view to, or for resale in connection with, a distribution  that would constitute
a public offering within the meaning of the Securities Act or a violation of the
Securities Act, and that, if in the future we decide to resell,  assign,  pledge
or otherwise  transfer any Trust  Certificates,  such Trust  Certificates may be
resold,  assigned,  pledged  or  transferred  only (i) to the  Depositor  or any
Affiliate thereof, (ii) so long as such Trust Certificate is eligible for resale
pursuant to Rule 144A, to a person whom we reasonably  believe after due inquiry
is a QIB acting for its own account  (and not for the account of others) or as a
fiduciary  or agent for others  (which  others  also are QIBs) to whom notice is
given that the resale, pledge,  assignment or transfer is being made in reliance
on Rule 144A,  (iii) pursuant to an effective  registration  statement under the
Securities Act or (iv) in a sale,


                                      C-1
<PAGE>

pledge  or  other  transfer  made in a  transaction  otherwise  exempt  from the
registration  requirements  of the  Securities  Act, in which case (A) the Owner
Trustee will require that both the  prospective  transferor and the  prospective
transferee  certify to the Owner  Trustee and the Depositor in writing the facts
surrounding such transfer,  which  certification  shall be in form and substance
satisfactory  to the Owner  Trustee and the  Depositor and (B) the Owner Trustee
will require a written  opinion of counsel  (which will not be at the expense of
the Depositor or the Owner Trustee)  satisfactory to the Depositor and the Owner
Trustee to the effect that such transfer will not violate the Securities Act, in
each case in accordance with any applicable securities or "Blue Sky" laws of any
state of the United States;

     d. We have neither  acquired nor will we transfer any Trust  Certificate we
purchase (or any interest  therein) or cause any such Trust  Certificate (or any
interest  therein)  to be  marketed  on or  through an  "established  securities
market" within the meaning of Section 7704(b)(1) of the Code, including, without
limitation, an  over-the-counter-market  or an interdealer quotation system that
regularly disseminates firm buy or sell quotations.

     e. We either (A) are not, and will not become, a partnership,  Subchapter S
corporation  or grantor  trust for U.S.  federal  income tax purposes or (B) are
such an entity,  but none of the direct or indirect  beneficial owners of any of
the interests in such transferee have allowed or caused, or will allow or cause,
50% or more (or such other  percentage as the Deposition may establish  prior to
the  time of such  proposed  transfer)  of the  value  of such  interests  to be
attributable to such transferee's ownership of Trust Certificates.

     f. We understand that no subsequent  transfer of the Trust  Certificates is
permitted unless (A) such transfer is of a Trust  Certificate with a Certificate
Percentage  Interest of at least ___%,  (B) we cause the proposed  transferee to
provide to the Trust and the  Depositor  a letter  substantially  in the form of
Exhibit C to the Trust Agreement, as applicable, or such other written statement
as the Depositor  shall  prescribe and (C) the Trust  consents in writing to the
proposed  transfer,   which  consent  shall  be  granted  unless  the  Depositor
determines  that such  transfer  would  create a risk  that the  Trust  would be
classified  for federal or any  applicable  state tax purposes as an association
(or a publicly traded partnership) taxable as a corporation;  provided, however,
that any  attempted  transfer  that would either cause the number of  registered
holders of Trust  Certificates  in the  aggregate  to exceed 100 shall be a void
transfer.

     g. We understand that the Opinion of Counsel to the Trust that the Trust is
not a publicly traded partnership  taxable as a corporation is dependent in part
on the accuracy of the representations in paragraphs (d), (e) and (f) above.

     h. No Trust  Certificate  will be acquired or held by or for the account of
(i) an  employee  benefit  plan (as  defined in Section  3(3) of ERISA)  that is
subject to the provisions of Title I of ERISA,  (ii) a plan described in Section
4975(e)(1) of the Code or (iii) any entity whose underlying  assets include plan
assets by reason of a plan's


                                      C-2
<PAGE>

investment  in the entity.  Each Person who  acquires any Trust  Certificate  or
interest therein will certify that the foregoing conditions are satisfied.

     i. We are aware that we (or any account for which we are purchasing) may be
required to bear the economic risk of an  investment  in the Trust  Certificates
for an  indefinite  period,  and we (or such account) are able to bear such risk
for an indefinite period.

     j.  We   understand   that  the  Trust   Certificates   will  bear  legends
substantially as set forth in Section 3.12 of the Trust Agreement;

     k. If we are  acquiring  any Trust  Certificates  for the account of one or
more qualified  institutional  buyers, we represent that we have sole investment
direction  with respect to each such account and that we have full power to make
the foregoing acknowledgments,  representations and agreements on behalf of each
such account; and

     l. We  acknowledge  that  the  Owner  Trustee,  the  Depositor,  and  their
Affiliates,  and others will rely upon the truth and  accuracy of the  foregoing
acknowledgments, representations and agreements.

     You are entitled to rely upon this letter and are irrevocably authorized to
produce  this  letter  or  a  copy  hereof  to  any  interested   party  in  any
administrative  or legal  proceedings  or official  inquiry  with respect to the
matters covered hereby.

                                          Very truly yours,

                                          By:____________________________
                                          Name:
                                          Title:


                                      C-3
<PAGE>


                                                                       EXHIBIT D


         FORM OF CERTIFICATE OF TRUST OF BMW VEHICLE OWNER TRUST 2001-A

     This  CERTIFICATE OF TRUST of BMW VEHICLE OWNER TRUST 2001-A (the "Trust"),
dated April ___,  2001,  is being duly executed and filed by  [Wilmington  Trust
Company], a Delaware banking  corporation,  as trustee, to form a business trust
under the Delaware Business Trust Act (12 Del. Code, ss. 3801 et seq.).

     1. Name.  The name of the business trust formed hereby is BMW VEHICLE OWNER
TRUST 2001-A.

     2. Delaware  Trustee.  The name and business  address of the trustee of the
Trust in the State of Delaware  is  [Wilmington  Trust  Company,  Rodney  Square
North, 1100 North Market Street,  Wilmington,  Delaware 19890-0001],  Attention:
Corporate Trust Administration.

     3. Effective Date. This Certificate of Trust shall be effective upon filing
with the Secretary of State.

     IN WITNESS WHEREOF,  the undersigned,  being the sole trustee of the Trust,
has executed this Certificate of Trust as of the date first above written.


                                          WILMINGTON TRUST COMPANY,
                                          as trustee

                                       By:
                                          --------------------------------
                                          Name:
                                          Title:


                                      D-1