Exhibit 10.2

    

     

    

    SALE AND SERVICING AGREEMENT

    among

    BMW VEHICLE OWNER TRUST 20[__]-[__],

        as Issuer,

    BMW FS SECURITIES LLC,

        as Depositor,

    BMW FINANCIAL SERVICES NA, LLC,

        as Sponsor, Servicer, Administrator and Custodian,

    and

    [__________],

        as Indenture Trustee

    Dated as of [__________], 20[__]

     

      

     

      

    
      
        


    

    
    TABLE OF CONTENTS

    PAGE

    	
            ARTICLE I.

            DEFINITIONS

          
	
            SECTION 1.01.

          	
            Definitions

          	
            1

          
	
            SECTION 1.02.

          	
            Other Definitional Provisions

          	
            20

          
	
            ARTICLE II.

            CONVEYANCE OF RECEIVABLES

          
	
            SECTION 2.01.

          	
            Conveyance of Receivables

          	
            21

          
	
            ARTICLE III.

            THE RECEIVABLES

          
	
            SECTION 3.01.

          	
            Survival of Representations and Warranties

          	
            22

          
	
            SECTION 3.02.

          	
            Representations and Warranties of the Depositor

          	
            22

          
	
            SECTION 3.03.

          	
            Repurchase Upon Breach

          	
            22

          
	
            SECTION 3.04.

          	
            Custody of Receivable Files

          	
            23

          
	
            SECTION 3.05.

          	
            Duties of Servicer as Custodian

          	
            23

          
	
            SECTION 3.06.

          	
            Instructions; Authority to Act

          	
            24

          
	
            SECTION 3.07.

          	
            Custodian’s Indemnification

          	
            24

          
	
            SECTION 3.08.

          	
            Effective Period and Termination

          	
            25

          
	
            ARTICLE IV.

            ADMINISTRATION AND SERVICING OF RECEIVABLES

          
	
            SECTION 4.01.

          	
            Duties of Servicer

          	
            26

          
	
            SECTION 4.02.

          	
            Collection of Receivable Payments; Modifications of Receivables

          	
            27

          
	
            SECTION 4.03.

          	
            Realization upon Receivables

          	
            27

          
	
            SECTION 4.04.

          	
            Physical Damage Insurance

          	
            27

          
	
            SECTION 4.05.

          	
            Maintenance of Security Interests in Financed Vehicles

          	
            27

          
	
            SECTION 4.06.

          	
            Covenants of Servicer

          	
            28

          
	
            SECTION 4.07.

          	
            Purchase of Receivables Upon Breach

          	
            28

          
	
            SECTION 4.08.

          	
            Servicing Fee

          	
            29

          
	
            SECTION 4.09.

          	
            Servicer’s Certificate

          	
            29

          
	
            SECTION 4.10.

          	
            Annual Statement as to Compliance; Notice of Servicer Termination Event

          	
            30

          
	
            SECTION 4.11.

          	
            Assessment of Compliance and Annual Accountants’ Attestation

          	
            30

          
	
            SECTION 4.12.

          	
            Access to Certain Documentation and Information Regarding Receivables

          	
            31

          


    

    

    
      ii

      
        


    

    	
            SECTION 4.13.

          	
            Term of Servicer

          	
            31

          
	
            SECTION 4.14.

          	
            Access to Information Regarding Trust and Basic Documents

          	
            31

          
	
            ARTICLE V.

            DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

          
	
            SECTION 5.01.

          	
            Establishment of Accounts

          	
            32

          
	
            SECTION 5.02.

          	
            Collections

          	
            35

          
	
            SECTION 5.03.

          	
            Application of Collections

          	
            35

          
	
            SECTION 5.04.

          	
            Purchase Amounts; Dealer Recourse

          	
            36

          
	
            SECTION 5.05.

          	
            Reserved

          	
            36

          
	
            SECTION 5.06.

          	
            Distributions

          	
            36

          
	
            SECTION 5.07.

          	
            Reserve Account

          	
            38

          
	
            SECTION 5.08.

          	
            Statements to Securityholders

          	
            39

          
	
            SECTION 5.09.

          	
            Net Deposits

          	
            41

          
	
            SECTION 5.10.

          	
            Reserved

          	
            41

          
	
            SECTION 5.11.

          	
            Advances by the Servicer

          	
            41

          
	
            ARTICLE VI.

            THE DEPOSITOR

          
	
            SECTION 6.01.

          	
            Representations, Warranties and Covenants of Depositor

          	
            42

          
	
            SECTION 6.02.

          	
            Company Existence

          	
            43

          
	
            SECTION 6.03.

          	
            Liability of Depositor

          	
            43

          
	
            SECTION 6.04.

          	
            Merger or Consolidation of, or Assumption of the Obligations of, Depositor

          	
            44

          
	
            SECTION 6.05.

          	
            Limitation on Liability of Depositor and Others

          	
            44

          
	
            SECTION 6.06.

          	
            Depositor May Own Securities

          	
            44

          
	
            SECTION 6.07.

          	
            Depositor to Provide Copies of Relevant Securities Filings

          	
            44

          
	
            SECTION 6.08.

          	
            Amendment of Depositor’s Organizational Documents

          	
            45

          
	
            SECTION 6.09.

          	
            Compliance with the FDIC Rule by the Depositor

          	
            45

          
	
            ARTICLE VII.

            THE SERVICER

          
	
            SECTION 7.01.

          	
            Representations, Warranties and Covenants of Servicer

          	
            45

          
	
            SECTION 7.02.

          	
            Indemnities of Servicer

          	
            46

          
	
            SECTION 7.03.

          	
            Merger or Consolidation of, or Assumption of the Obligations of, Servicer

          	
            47

          
	
            SECTION 7.04.

          	
            Limitation on Liability of Servicer and Others

          	
            48

          


    

    

    
      iii

      
        


    

    	
            SECTION 7.05.

          	
            Appointment of Subservicer or Subcontractor

          	
            48

          
	
            SECTION 7.06.

          	
            Servicer Not to Resign

          	
            50

          
	
            SECTION 7.07.

          	
            Servicer May Own Securities

          	
            50

          
	
            SECTION 7.08.

          	
            Information to be Provided by the Servicer

          	
            51

          
	
            SECTION 7.09.

          	
            Remedies

          	
            51

          
	
            SECTION 7.10.

          	
            Compliance with the FDIC Rule by the Servicer

          	
            52

          
	
            ARTICLE VIII.

            DEFAULT

          
	
            SECTION 8.01.

          	
            Servicer Termination Events

          	
            52

          
	
            SECTION 8.02.

          	
            Consequences of a Servicer Termination Event

          	
            52

          
	
            SECTION 8.03.

          	
            Appointment of Successor Servicer

          	
            54

          
	
            SECTION 8.04.

          	
            Notification to Securityholders

          	
            55

          
	
            SECTION 8.05.

          	
            Waiver of Past Defaults

          	
            55

          
	
            ARTICLE IX.

            TERMINATION

          
	
            SECTION 9.01.

          	
            Optional Purchase of All Receivables

          	
            55

          
	
            ARTICLE X.

            MISCELLANEOUS

          
	
            SECTION 10.01.

          	
            Amendment

          	
            56

          
	
            SECTION 10.02.

          	
            Protection of Title to Trust

          	
            57

          
	
            SECTION 10.03.

          	
            Notices

          	
            59

          
	
            SECTION 10.04.

          	
            Assignment by the Depositor or the Servicer

          	
            59

          
	
            SECTION 10.05.

          	
            Limitations on Rights of Others

          	
            59

          
	
            SECTION 10.06.

          	
            Severability

          	
            59

          
	
            SECTION 10.07.

          	
            Counterparts

          	
            59

          
	
            SECTION 10.08.

          	
            Headings

          	
            59

          
	
            SECTION 10.09.

          	
            Governing Law

          	
            59

          
	
            SECTION 10.10.

          	
            Assignment by Issuer

          	
            60

          
	
            SECTION 10.11.

          	
            Nonpetition Covenants

          	
            60

          
	
            SECTION 10.12.

          	
            Limitation of Liability of Owner Trustee and Indenture Trustee

          	
            60

          
	
            SECTION 10.13.

          	
            Depositor Payment Obligation

          	
            61

          
	
            SECTION 10.14.

          	
            Intent of the Parties; Reasonableness

          	
            61

          


    

    

    
      iv

      
        


    

    	
            SECTION 10.15.

          	
            Regulation RR Risk Retention

          	
            61

          
	
            ARTICLE XI.

            ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION

          
	
            SECTION 11.01.

          	
            Asset Representations Review

          	
            62

          
	
            SECTION 11.02.

          	
            Dispute Resolution

          	
            63

          
	 	 	 


    SCHEDULES AND EXHIBITS

    	
            SCHEDULE A

          	
            Schedule of Receivables

          
	
            SCHEDULE B

          	
            Location of Receivable Files

          
	
            SCHEDULE C

          	
            Perfection Representations, Warranties and Covenants

          
	
            EXHIBIT A

          	
            Form of Servicer’s Certificate

          
	
            EXHIBIT B

          	
            Form of Dealer Agreement

          
	
            EXHIBIT C

          	
            Form of Annual Certification

          
	
            EXHIBIT D

          	
            Servicing Criteria to be Addressed in Assessment of Compliance

          


    
      v

      
        


    

    
    

      THIS SALE AND SERVICING AGREEMENT (this “Agreement”), dated as of [__________], 20[__] is among BMW VEHICLE OWNER TRUST
        20[__]-[__], a Delaware statutory trust (the “Issuer”), BMW FS SECURITIES LLC, a Delaware limited liability company (the “Depositor”), BMW FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (“BMW FS”), as sponsor (in such capacity,
        the “Sponsor”), as servicer (in such capacity, the “Servicer”), as administrator (in such capacity, the “Administrator”) and as custodian (in such capacity, the “Custodian”), and [__________], a [__________], as indenture trustee (the “Indenture
        Trustee”).

      WHEREAS, the Issuer desires to purchase a portfolio of receivables arising in connection with automobile retail
          installment sale contracts generated by BMW FS and BMW Bank of North America (“BMW Bank”) in the ordinary course of their respective businesses and sold by BMW FS and BMW Bank, respectively, to the Depositor;

      WHEREAS, the Depositor is willing to sell such receivables to the Issuer; and

      WHEREAS, BMW FS is willing to service such receivables.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree
          as follows:

      ARTICLE I.

          

          DEFINITIONS

      SECTION 1.01.      Definitions. 

          Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings:

      “AAA” means the American Arbitration Association.

      “Adjusted Pool Balance” means as of the Closing Date, the aggregate Principal Balance of the Receivables as of the
          Cutoff Date less the Yield Supplement Overcollateralization Amount as of the Closing Date, and thereafter, on any Payment Date, the Pool Balance with respect to such Payment Date less the Yield Supplement Overcollateralization Amount with respect
          to such Payment Date.

      “Administrative Purchase Payment” means with respect to a Receivable purchased by or on behalf of the Servicer
          pursuant to Section 4.07, an amount equal to the Receivable’s unpaid Principal Balance, plus interest thereon at a rate equal to the sum of the stated Annual Percentage Rate of the Receivable and the Servicing Fee Rate, on the last day of the
          Collection Period preceding such purchase.

      “Advance” means, as to any Payment Date, the aggregate of all Scheduled Payments of interest which were due during
          the related Collection Period that remained unpaid at the end of such Collection Period and were not collected during such Collection Period, exclusive of amounts of any such Scheduled Payment which the Servicer has determined would be a
          Nonrecoverable Advance if an advance in respect of such Scheduled Payment were made.

      
        1

        
          


      

      

      

      “Advance Reimbursement Amount” means any amount received or deemed to be received by the Servicer pursuant to
          Section 5.11 in reimbursement of an Advance made out of its own funds.

      “Agreement” means this Sale and Servicing Agreement, as the same may be amended or supplemented from time to time.

      “Amount Financed” means with respect to a Receivable, the amount advanced under the Receivable toward the purchase
          price of the Financed Vehicle and any related costs.

      “Annual Percentage Rate” or “APR” of a Receivable means the annual rate of finance charges stated in the related
          Contract.

      “Arbitration Rules” means the AAA’s Commercial Arbitration Rules and Mediation Procedures.

      “ARR Receivable” means a Receivable as to which the related Obligor is more than sixty (60) days delinquent in
          payments due and owed as of the end of the Collection Period immediately preceding the date on which the requisite percentage of Noteholders and Note Verified Owners have voted to direct an Asset Representations Review.

      “Asset Representations Review” means, following the occurrence of a Delinquency Trigger, the review of ARR
          Receivables to be undertaken by the Asset Representations Reviewer pursuant to the terms of the Asset Representations Review Agreement.

      “Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of [__________],
          20[__], among the Asset Representations Reviewer, the Issuer and the Servicer.

      “Asset Representations Reviewer” means [___________], or any successor Asset Representations Reviewer under the
          Asset Representations Review Agreement.

      “Asset Representations Reviewer Fee” means (i) an annual fee equal to $[__], payable on the Payment Date occurring
          in [___________] of each year, commencing in [___________] 20[__], and (ii) $[__] for each ARR Receivable reviewed by the Asset Representations Reviewer in accordance with the terms of the Asset Representations Review Agreement.

      “Available Amounts” means, with respect to any Payment Date, the sum of Available Principal and Available Interest.

      “Available Amounts Shortfall” has the meaning assigned to such term in Section 5.06(b).

      “Available Interest” means, with respect to any Payment Date, the sum of the following amounts, without duplication,
          allocable to interest received or allocated by the Servicer on or in respect of the Receivables during the related Collection Period: (a) that portion

      
        2

        
          


      

      

      

      of all collections on Receivables (excluding any collections constituting late fees, prepayment charges, deferment fees and other
          administrative fees or similar charges) allocable to interest (including the amount, if any, of Advances for that Collection Period, but excluding the amount, if any, of reimbursements of Advances previously made with respect to a Receivable to
          the Servicer from amounts received in respect of the Receivable), (b) the Administrative Purchase Payments or Warranty Purchase Payments with respect to each Receivable that became a Purchased Receivable purchased from the Trust with respect to
          the related Collection Period to the extent attributable to accrued interest on such Receivable (less the amount, if any, of reimbursements of Advances previously made with respect to a Receivable to the Servicer from Administrative Purchase
          Payments or Warranty Purchase Payments with respect to the Receivable), (c) Recoveries for such Collection Period to the extent allocable to interest, (d) Liquidation Proceeds for such Collection Period to the extent allocable to interest and (e)
          Net Investment Losses deposited by the Servicer; provided, however, that in calculating the Available Interest the following will be excluded: all payments and proceeds that are allocable to interest (including Liquidation Proceeds and
          Recoveries) of any Purchased Receivable, the applicable Purchase Amount of which has been included in the Available Interest in a prior Collection Period.

      “Available Principal” means, with respect to any Payment Date, the sum of the following amounts, without
          duplication, with respect to the related Collection Period: (a) the portion of all collections on Receivables (excluding any collections constituting late fees, prepayment charges, deferment fees and other administrative fees or similar charges)
          allocable to principal, (b) the Administrative Purchase Payments or Warranty Purchase Payments with respect to each Receivable that became a Purchased Receivable purchased from the Trust with respect to the related Collection Period to the extent
          attributable to principal, (c) Recoveries for such Collection Period to the extent allocable to principal and (d) Liquidation Proceeds for such Collection Period to the extent allocable to principal; provided, however, that in calculating the
          Available Principal the following will be excluded: all payments and proceeds that are allocable to principal (including Liquidation Proceeds and Recoveries) of any Purchased Receivable, the applicable Purchase Amount of which has been included
          in the Available Principal in a prior Collection Period.

      “Basic Documents” means the Trust Agreement, the Indenture, this Agreement, the Receivables Purchase Agreements, the
          Administration Agreement, the Asset Representations Review Agreement and the Note Depository Agreement and other documents and certificates delivered in connection therewith.

      “BMW Bank” means BMW Bank of North America and its successors and assigns.

      “BMW Capital” means BMW US Capital, LLC, a Delaware limited liability company.

      “BMW FS” means BMW Financial Services NA, LLC, a Delaware limited liability company.

      
        3

        
          


      

      

      

      

      

      “Business Day” means any day other than a Saturday, a Sunday or a day on which a [__________] or a commercial
          banking institution in the State of Delaware, the State of Illinois, the State of [___], the State of New Jersey, the State of New York or the State of Ohio are authorized or obligated by law or executive order to remain closed.

      “Certificate” means a certificate evidencing the beneficial interest of a Certificateholder in the Trust.

      “Certificate Distribution Account” has the meaning assigned to such term in the Trust Agreement.

      “Certificate Percentage Interest” has the meaning assigned to such term in the Trust Agreement.

      “Certificateholders” has the meaning assigned to such term in the Trust Agreement.

      “Class” means any one of the classes of Notes.

      “Class A Rate” means the Class A-1 Rate, Class A-2a Rate, Class A-2b Rate, Class A-3 Rate, Class A-4 Rate or Class B
          Rate, as applicable.

      “Class A-1 Final Scheduled Payment Date” means the Payment Date occurring in [__________]  20[_].

      “Class A-1 Noteholder” means the Person in whose name a Class A-1 Note is registered in the Note Register.

      “Class A-1 Notes” means the [__]% Asset Backed Notes, Class A-1, substantially in the form of Exhibit A-1 to the
          Indenture.

      “Class A-1 Rate” means [__]% per annum.

      “Class A-2a Final Scheduled Payment Date” means the Payment Date occurring in [___________] 20[__].

      “Class A-2a Noteholder” means the Person in whose name a Class A-2a Note is registered in the Note Register.

      “Class A-2a Notes” means the [__]% Asset Backed Notes, Class A-2a, substantially in the form of Exhibit A-2 to the
          Indenture.

      “Class A-2a Rate” means [__]% per annum.

      “Class A-2b Final Scheduled Payment Date” means the Payment Date occurring in [_________] 20[__].

      “Class A-2b Noteholder” means the Person in whose name a Class A-2b Note is registered in the Note Register.

      
        4

        
          


      

      

      

      “Class A-2b Notes” means the LIBOR plus [__]% Asset Backed Notes, Class A-2b, substantially in the form of Exhibit
          A-3 to the Indenture.

      “Class A-2b Rate” means LIBOR plus [__]% per annum[; provided that, if the sum of LIBOR plus [_]% is less than 0.00%
          for any Interest Period, then the Class A-2b Rate for such Interest Period shall be deemed to be 0.00%].

      “Class A-3 Final Scheduled Payment Date” means the Payment Date occurring in [__________] 20[__].

      “Class A-3 Noteholder” means the Person in whose name a Class A-3 Note is registered in the Note Register.

      “Class A-3 Notes” means the [__]% Asset Backed Notes, Class A-3, substantially in the form of Exhibit A-4 to the
          Indenture.

      “Class A-3 Rate” means [__]% per annum.

      “Class A-4 Final Scheduled Payment Date” means the Payment Date occurring in [__________] 20[__].

      “Class A-4 Noteholder” means the Person in whose name a Class A-4 Note is registered in the Note Register.

      “Class A-4 Notes” means the [__]% Asset Backed Notes, Class A-4, substantially in the form of Exhibit A-5 to the
          Indenture.

      “Class A-4 Rate” means [__]% per annum.

      “Class B Final Scheduled Payment Date” means the Payment Date occurring in [______________], 20[__].

      “Class B Noteholder” means the Person in whose name a Class B Note is registered in the Note Register.

      “Class B Notes” means the [__]% Asset Backed Notes, Class B, substantially in the form of Exhibit A-6 to the
          Indenture.

      “Class B Rate” means [__]% per annum.

      “Closing Date” means [__________], 20[__].

      “Collateral” has the meaning specified in the Granting Clause of the Indenture.

      “Collection Account” means the account designated as such, established and maintained pursuant to Section 5.01(a).

      “Collection Period” means with respect to any Payment Date, the calendar month preceding such Payment Date (or in
          the case of the first Payment Date, the period from the

      
        5

        
          


      

      

      

      Cutoff Date through the last day of the calendar month preceding the month in which the first Payment Date occurs). Any amount stated
          as of the last day of a Collection Period shall give effect to all applications of collections as determined as of the close of business on such last day.

      “Commingling Condition” will be satisfied if:

      (i)      for so long as [___] is a Rating Agency, either (A) the short-term unsecured debt rating
          of the commercial paper of BMW Capital (or, if an affiliate of BMW Capital is not the Servicer, the short-term unsecured debt rating of the entity that is the Servicer) is at least “[_]” by [___] or “[_]” by [___] or (B) the Rating Agency
          Condition (solely with respect to [___]) shall have been satisfied with respect to the monthly remittance of collections to the Collection Account by the Servicer; and

      (ii)      for so long as [___] is a Rating Agency, the Rating Agency Condition (solely with
          respect to [___]) shall have been satisfied with respect to the monthly remittance of collections to the Collection Account by the Servicer.

      “Commission” means the Securities and Exchange Commission.

      “Contract” means a motor vehicle retail installment sale contract.

      “Conveyed Assets” has the meaning assigned to such term in Section 2.01.

      “Corporate Trust Office” shall have the meaning (i) with respect to the Indenture Trustee, set forth in the
          Indenture; and (ii) with respect to the Owner Trustee, set forth in the Trust Agreement.

      “Custodian” means BMW FS, in its capacity as custodian of the Receivables.

      “Cutoff Date” means the close of business on [_________], 20[__].

      “Dealer” means the dealer who sold a Financed Vehicle and who originated the related Receivable and assigned it to
          BMW FS or BMW Bank pursuant to a Dealer Agreement.

      “Dealer Agreement” means an agreement between a Dealer and BMW FS or BMW Bank pursuant to which such Dealer sells
          Contracts to BMW FS or BMW Bank, respectively, substantially in the form of Exhibit B.

      “Dealer Recourse Amount” has the meaning assigned to such term in Section 5.04.

      “Delinquency Trigger” means, with respect to a Collection Period, when (1) the ratio, expressed as a percentage, of
          (x) the aggregate Principal Balance of the Receivables that are sixty (60) or more days delinquent as of the last day of such Collection Period (calculated by reference to active accounts only, which will not include Receivables that have been
          charged-off by the Servicer or Receivables in respect of which the related Financed Vehicle has been

      
        6

        
          


      

      

      

      repossessed) over (y) the aggregate Principal Balance of all Receivables as of the last day of such Collection Period, exceeds (2) the
          Delinquency Trigger Percentage.

      “Delinquency Trigger Percentage” equals [__]%.

      “Delivery” when used with respect to Trust Account Property means:

      (a)      with respect to
          bankers’ acceptances, commercial paper, negotiable certificates of deposit and other obligations that constitute “instruments” within the meaning of Section 9-102(a)(47) of the UCC and are susceptible of physical delivery, transfer thereof to the
          Indenture Trustee by physical delivery to the Indenture Trustee endorsed to, or registered in the name of, the Indenture Trustee or endorsed in blank, and, with respect to a certificated security (as defined in Section 8-102(a)(4) of the UCC)
          transfer thereof (i) by delivery of such certificated security endorsed to, or registered in the name of, the Indenture Trustee or (ii) by delivery thereof to a “clearing corporation” (as defined in Section 8-102(a)(5) of the UCC) and the making
          by such clearing corporation of appropriate entries on its books reducing the appropriate securities account of the transferor and increasing the appropriate securities account of the Indenture Trustee by the amount of such certificated security
          and the identification by the clearing corporation of the certificated securities for the sole and exclusive account of the Indenture Trustee (all of the foregoing, “Physical Property”), and, in any event, any such Physical Property in registered
          form shall be in the name of the Indenture Trustee or its nominee; and such additional or alternative procedures as may hereafter become appropriate to effect the complete transfer of ownership of any such Trust Account Property to the Indenture
          Trustee or its nominee or custodian, consistent with changes in applicable law or regulations or the interpretation thereof;

      (b)      with respect to any
          security issued by the U.S. Treasury, the Federal Home Loan Mortgage Corporation or by the Federal National Mortgage Association that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the
          following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: book-entry registration of such Trust Account Property to an appropriate book-entry account maintained with a
          Federal Reserve Bank by a securities intermediary that is also a “depository” pursuant to applicable federal regulations; the making by such securities intermediary of entries in its books and records crediting such Trust Account Property to the
          Indenture Trustee’s security account at the securities intermediary and identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Indenture Trustee; and such
          additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Trust Account Property to the Indenture Trustee, consistent with changes in applicable law or regulations or the
          interpretation thereof;

      (c)      with respect to any
          item of Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration on the books and records of the issuer thereof in the name of the Indenture Trustee or its
          nominee or custodian who either (i) becomes the registered owner on behalf of the Indenture Trustee or (ii) having previously become the registered owner, acknowledges that it holds for the Indenture Trustee; and

      
        7

        
          


      

      

      

      (d)      with respect to any
          item of Trust Account Property that is a security entitlement, causing the securities intermediary to indicate on its books and records that such security entitlement has been credited to a securities account of the Indenture Trustee.

      “Depositor” means BMW FS Securities LLC and its successors in interest.

      “Determination Date” means, with respect to each Payment Date, the second Business Day immediately preceding the
          related Payment Date.

      “Eligible Deposit Account” means either (a) a segregated account with an Eligible Institution or (b) a segregated
          trust account with the corporate trust department of a depository institution organized under the laws of the United States of America or any State, having corporate trust powers and acting as trustee for funds deposited in such account, so long
          as any of the securities of such depository institution shall have a credit rating from each Rating Agency in one of its generic rating categories that signifies investment grade.

      “Eligible Institution” means:

      (a) a bank or depository institution organized under the laws of the United States or any state thereof or any
          United States branch or agency of a foreign bank or depository institution that (i) is subject to supervision and examination by federal or state banking authorities, (ii) has a short-term deposit rating of at least “[_]” from [___] and “[_]”
          from [___], (iii) if the institution holds the related account other than as segregated trust account and the deposits are to be held in the accounts more than 30 days, has a long-term unsecured debt rating or issuer rating of at least “[_]” from
          [___] and (iv) if the institution is organized under the laws of the United States, whose deposits are insured by the FDIC, or

      (b) the corporate trust department of any bank or depository institution organized under the laws of the United
          States or any state thereof or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or state banking authorities that (i) is authorized under those laws to act as
          a trustee or in any other fiduciary capacity and (ii) has a long-term deposit rating of at least “[_]” from [___] and at least “[_]” from [___].

      “Eligible Investments” means, at any time, any one or more of the following instruments, obligations and securities,
          generally having original or remaining maturities of thirty (30) days or less, but in no event occurring later than the Payment Date next occurring after the Indenture Trustee acquires the investments, which evidence:

      (a)      direct obligations
          of, and obligations fully guaranteed as to the full and timely payment by, the United States of America;

      (b)      demand deposits,
          time deposits or certificates of deposit of any depository institution, including the Indenture Trustee acting in its commercial capacity, or trust company incorporated under the laws of the United States of America or any state thereof (or any
          domestic branch of a foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time of the investment or contractual commitment to invest therein,
          the commercial paper or other short-term unsecured

      
        8

        
          


      

      

      

      debt obligations (other than such obligations the rating of which is based on the credit of a person other than such depository
          institution or trust company) thereof shall have a short-term deposit rating of at least “[_]” from [___] and “[_]” from [___];

      (c)      repurchase
          obligations held by the Indenture Trustee with respect to any security that is a direct obligation of, or fully guaranteed by, the United States of America or any agency or instrumentality thereof the obligations of which are backed by the full
          faith and credit of the United States of America, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above;

      (d)      securities bearing
          interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any state thereof, including the Indenture Trustee acting in its commercial capacity, so long as at the time of such investment or
          contractual commitment providing for such investment either (i) the long-term, unsecured debt of such corporation has a rating of at least “[_]” from [___] and at least “[_]” from [___] or (ii) the commercial paper or other short-term debt of
          such corporation has a rating of at least “[_]” from [___] and “[_]” from [___];

      (e)      investments of
          proceeds maintained in sweep accounts, short-term asset management accounts and the like utilized for the commingled investment, on an overnight basis, of residual balances in investment accounts maintained at the Indenture Trustee or any
          Affiliate thereof; and

      (f)      any other money
          market, common trust fund or obligation, or interest bearing or other security or investment (including those managed or advised by the Indenture Trustee or any Affiliate thereof) rated in the highest rating category by each Rating Agency.  Such
          investments in this subsection (f) may include money market mutual funds or common trust funds, including any fund for which [__________], in its capacity other than as the Indenture Trustee, or an Affiliate thereof serves as an investment
          advisor, administrator, shareholder, servicing agent, and/or custodian or subcustodian, notwithstanding that (x) [__________], the Indenture Trustee or any Affiliate thereof charges and collects fees and expenses from such funds for services
          rendered, (y) [__________], the Indenture Trustee or any Affiliate thereof charges and collects fees and expenses for services rendered pursuant to the Indenture, and (z) services performed by the Indenture Trustee for such funds and pursuant to
          the Indenture may converge at any time.  [__________] or an Affiliate thereof is hereby authorized to charge and collect from the Indenture Trustee such fees as are collected from all investors in such funds for such services rendered to such
          funds (but not to exceed investment earnings thereon).

      Each of the foregoing criteria may be amended, modified or deleted and additional criteria may be added to this definition by the
          Depositor upon the satisfaction of the Rating Agency Condition and without the consent of any Noteholder or any other Person.

      “Eligible Servicer” means BMW FS or any other Person that at the time of its appointment as Servicer (i) is
          servicing a portfolio of motor vehicle retail installment sale contracts, (ii) is legally qualified and has the capacity to service the Receivables, (iii) has demonstrated the ability professionally and competently to service a portfolio of motor
          vehicle

      
        9

        
          


      

      

      

      retail installment sale contracts similar to the Receivables with reasonable skill and care and (iv) has a minimum net worth of
          $50,000,000.

      “Exchange Act” means the Securities Exchange Act of 1934, as amended.

      “FDIC” means the Federal Deposit Insurance Corporation, and its successors.

      “FDIC Receivable” means any Receivable which is the subject of a damages payment referred to in Section 12.05 of the
          Indenture, or any Receivable removed from the Trust as a result of the FDIC exercising its repudiation power with respect thereto.

      “Financed Vehicle” means a new or used automobile, motorcycle or light truck, together with all accessions thereto,
          securing an Obligor’s indebtedness under the related Contract.

      “First Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than
          zero, equal to (a) the aggregate Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on that preceding Payment Date) or the Closing Date (in the case of the first
          Payment Date), as the case may be, minus (b) the Adjusted Pool Balance for such Payment Date or the Closing Date, as applicable; provided, however, that the First Priority Principal Distribution Amount shall not exceed the sum of the aggregate
          Outstanding Amount of the Notes on that Payment Date; and, provided further, that the First Priority Principal Distribution Amount on and after the Final Scheduled Payment Date of any Class of Notes shall not be less than the amount that is
          necessary to reduce the Outstanding Amount of that Class of Notes and all earlier maturing Classes of Notes to zero.

      “[___]” means [___], and its successors.

      “Force Majeure” means any delay or failure in performance caused by acts beyond the Servicer’s reasonable control,
          including acts of God, war, vandalism, sabotage, accidents, fires, floods, strikes, labor disputes, mechanical breakdown, shortages or delays in obtaining suitable parts or equipment, material, labor, or transportation, acts of subcontractors,
          interruption of utility services, acts of any unit of government or governmental agency, or any similar or dissimilar cause.

      “Hague Securities Convention” means The Convention on the Law Applicable to Certain Rights in Respect of Securities
          Held with an Intermediary (Concluded 5 July 2006), which became effective in the United States of America on April 1, 2017.

      “Indenture” means the Indenture, dated as of [__________], 20[__], between the Issuer and the Indenture Trustee.

      “Indenture Trustee” means the Person acting as Indenture Trustee under the Indenture, its successors in interest and
          any successor trustee under the Indenture.

      “Indenture Trustee Fee” means an annual fee equal to $[__], payable on the Payment Date occurring in [__________] of
          each year, commencing in [__________] 20[__].

      
        10

        
          


      

      

      

      “Initial Pool Balance” means an amount equal to the aggregate Principal Balance of the Receivables as of the Cutoff
          Date.

      “Insolvency Event” means, with respect to a specified Person, (a) the filing of a decree or order for relief by a
          court having jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter in effect, or
          appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree or
          order shall remain unstayed and in effect for a period of sixty (60) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable federal or State bankruptcy, insolvency or other similar law now or hereafter
          in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian,
          trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts
          as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

      “Interest Distribution Account” means the account designated as such, established and maintained pursuant to Section
          5.01(b).

      “Interest Period” means, with respect to any Payment Date and (a) the Class A-1 Notes and the Class A-2b Notes, the
          period from and including the most recent Payment Date (or, in the case of the first Payment Date, the Closing Date) to but excluding such Payment Date and (b) the Class A-2a Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes,
          the period from and including the [__][__] day of the calendar month preceding such Payment Date (or, in the case of the first Payment Date, from and including the
          Closing Date) to but excluding the [__][__] day of the calendar month in which such Payment Date occurs.

      “Investment Earnings” means, with respect to any Payment Date, the investment earnings (net of losses and investment
          expenses) on amounts on deposit in the Collection Account and the Reserve Account to be applied on such Payment Date pursuant to Section 5.01(d).

      “Issuer” means BMW Vehicle Owner Trust 20[__]-[__].

      “JAMS” means JAMS, formerly known as Judicial Arbitration and Mediation Services, Inc., and its successors.

      “LIBOR” means, with respect to any Interest Period, the London interbank offered rate for deposits in U.S. dollars
          having a maturity of one month commencing on the related LIBOR Determination Date which appears on [Reuters Screen LIBOR01 Page][Bloomberg Screen BBAM Page] as of 11:00 a.m., London time, on such LIBOR Determination Date; provided, however, that
          for the first Interest Period, LIBOR shall mean an interpolated rate for deposits based on London interbank offered rates for deposits in U.S. dollars for a period that corresponds to the actual number of days in the first Interest Period.  If
          the rates

      
        11

        
          


      

      

      

      used to determine LIBOR do not appear on the [Reuters Screen LIBOR01 Page][Bloomberg Screen BBAM Page], the rates for that day will be
          determined on the basis of the rates at which deposits in U.S. dollars, having a maturity of one month and in a principal balance of not less than U.S. $1,000,000 are offered at approximately 11:00 a.m., London time, on such LIBOR Determination
          Date to prime banks in the London interbank market by the Reference Banks.  The Indenture Trustee will request the principal London office of each Reference Bank to provide a quotation of its rate.  If at least two such quotations are provided,
          the rate for that day will be the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of all such quotations.  If fewer than two such quotations are provided, the rate for
          that day will be the arithmetic mean to the nearest 1/100,000 of 1.00% (0.0000001), with five one-millionths of a percentage point rounded upward, of the offered per annum rates that one or more leading banks in New York City, selected by the
          Indenture Trustee (after consultation with the Depositor), are quoting as of approximately 11:00 a.m., New York City time, on such LIBOR Determination Date to leading European banks for United States dollar deposits for that maturity; provided
          that if such selected Reference Banks are not quoting as described in this sentence, LIBOR for the applicable Interest Period will be LIBOR as in effect for the previous Interest Period.

      “LIBOR Determination Date” means, (i) with respect to the first Payment Date, the second London Business Day prior
          to the Closing Date, and (ii) with respect to each subsequent Payment Date, the second London Business Day prior to the immediately preceding Payment Date.

      “Lien” means a security interest, lien, charge, pledge, equity or encumbrance of any kind, other than tax liens,
          mechanics’ liens and any liens that attach to the respective Receivable by operation of law as a result of any act or omission by the related Obligor.

      “Liquidated Receivable” means a Receivable with respect to which the earliest of the following shall have occurred:
          (i) the related Financed Vehicle has been repossessed and liquidated, (ii) the related Financed Vehicle has been repossessed in excess of ninety (90) days and has not yet been liquidated, (iii) the Servicer has determined in accordance with its
          credit policies that all amounts that it expects to receive with respect to the Receivable have been received or (iv) the end of the Collection Period in which the Receivable becomes one-hundred fifty (150) days or more past due.

      “Liquidation Proceeds” means, with respect to any Receivable that becomes a Liquidated Receivable, the moneys
          collected in respect thereof, from whatever source, during the Collection Period in which such Receivable became a Liquidated Receivable, including liquidation of the related Financed Vehicle, net of the sum of any out-of-pocket expenses of the
          Servicer reasonably allocated to such liquidation and any amounts required by law to be remitted to the Obligor on such Liquidated Receivable.

      “London Business Day” means any day other than a Saturday, Sunday or day on which banking institutions in London,
          England are authorized or obligated by law or government decree to be closed.

      “Monthly Remittance Condition” means satisfaction of the following:

      
        12

        
          


      

      

      

      (i)      (A) BMW Capital (or, if an affiliate of BMW Capital is not the Servicer, the entity that
          is the Servicer) satisfies the Commingling Condition and (B) no Servicer Termination Event has occurred and is continuing; or

      (ii)      (A) the Servicer obtains a Servicer Letter of Credit under which demands for payment
          may be made to secure timely remittance of monthly collections to the Collection Account and (B) the Rating Agency Condition is satisfied with respect to such arrangement.

      “[___]” means [___], and its successors.

      “Net Investment Losses” means, with respect to the Collection Account and the Reserve Account and any Collection
          Period, the amount, if any, by which the aggregate of all losses and expenses incurred during such period in connection with the investment of funds in Eligible Investments in accordance with Section 5.01(d) exceeds the aggregate of all interest
          and other income realized during such period on such funds.

      “Nonrecoverable Advance” means any Advance made or proposed to be made pursuant to Section 5.11, which the Servicer
          believes, in its good faith judgment, is not, or if made would not be, ultimately recoverable from Liquidation Proceeds or otherwise or any Advance so deemed in accordance with Section 5.11. In determining whether an Advance is or will be
          nonrecoverable, the Servicer need not take into account that it might receive any amounts in a deficiency judgment.

      “Note Distribution Account” means the account designated as such, established and maintained pursuant to Section
          5.01(b).

      “Note Pool Factor” means, with respect to each Class of Notes as of the close of business on the last day of a
          Collection Period, a two-digit decimal figure equal to the Outstanding Amount of such Class of Notes (after giving effect to any reductions thereof to be made on the immediately following Payment Date) divided by the original Outstanding Amount
          of such Class of Notes.  Each Note Pool Factor will be 1.00 as of the Closing Date; thereafter, the Note Pool Factor will decline to reflect reductions in the Outstanding Amount of such Class of Notes.

      “Noteholders” shall mean the Class A-1 Noteholders, the Class A-2a Noteholders, the Class A-2b Noteholders, the
          Class A-3 Noteholders, the Class A-4 Noteholders and the Class B Noteholders.

      “Obligor” on a Receivable means the purchaser or co-purchasers of the related Financed Vehicle, and any other Person
          obligated to make payments thereunder.

      “Officer’s Certificate” means a certificate signed by (a) any vice president or the controller and (b) the
          president, any vice president, the treasurer, any assistant treasurer, the controller, the secretary or any assistant secretary of the Depositor or the Servicer, as appropriate.

      
        13

        
          


      

      

      

      

      

      “Opinion of Counsel” means one or more written opinions of counsel, who may be an employee of or counsel to the
          Depositor or the Servicer, which counsel shall be satisfactory to the Indenture Trustee, the Owner Trustee or the Rating Agencies, as applicable, and which shall be addressed to the Owner Trustee and the Indenture Trustee and which shall be at
          the expense of the person required to provide such an Opinion of Counsel.

      “Outstanding” has the meaning assigned to such term in the Indenture.

      “Outstanding Amount” means, as of any date of determination, the aggregate principal amount of one Class or of all
          Classes of Notes, as applicable, Outstanding as of such date of determination.

      “Outstanding Amount Advanced” means, as to any Payment Date, the aggregate of all Advances remitted by the Servicer
          out of its own funds pursuant to Section 5.11, less the aggregate of all related Advance Reimbursement Amounts actually received prior to such Payment Date.

      “Owner Trustee” means [_________], acting not in its individual capacity but solely as owner trustee under the Trust
          Agreement.

      “Owner Trustee Fee” means an annual fee equal to $[__], payable on the Payment Date occurring in [_________] of each
          year, commencing in [_________] 20[__].

      “Payment Date” means, with respect to each Collection Period, the [__][__] day of the following month or, if such day is not a Business Day, the immediately following Business Day, commencing in [_________] 20[__].

      “Physical Property” has the meaning assigned to such term in the definition of “Delivery” above.

      “Pool Balance” means, with respect to any Payment Date, an amount equal to the aggregate Principal Balance of the
          Receivables (exclusive of all Liquidated Receivables and, if applicable, all FDIC Receivables) at the end of the related Collection Period, after giving effect to all payments of principal received from Obligors and all Purchase Amounts allocable
          to principal to be remitted by the Servicer or the Sellers, as applicable, for the related Collection Period.

      “Principal Balance” means, with respect to any Receivable and as of any date, the Amount Financed minus an amount
          equal to, as of the close of business on the last day of the related Collection Period, the sum of: (i) that portion of all amounts received on or prior to such day with respect to such Receivable and allocable to principal using the Simple
          Interest Method; (ii) any Purchase Amounts with respect to such Receivable allocable to principal (to the extent not included in clause (i) above); and (iii) any prepayments or other payments applied to reduce the unpaid principal balance of such
          Receivable (to the extent not included in clause (i) above).

      “Principal Distribution Account” means the account designated as such, established and maintained pursuant to
          Section 5.01(b).

      
        14

        
          


      

      

      

      “Purchase Amount” means, with respect to any Receivable that became a Purchased Receivable pursuant to clause (a) of
          the definition thereof, (i) in the case of a Receivable purchased by or on behalf of the Servicer pursuant to Section 4.07, an Administrative Purchase Payment, or (ii) in the case of a Receivable repurchased by or on behalf of a Seller pursuant
          to Section 6.02 of the related Receivables Purchase Agreement or Section 3.03, a Warranty Purchase Payment, as applicable.

      “Purchased Receivable” means (a) any Receivable purchased (i) by or on behalf of the Servicer pursuant to Section
          4.07, (ii) by or on behalf of a Seller pursuant to Section 3.03 hereof or the related Receivables Purchase Agreement, or (b) all Receivables that were transferred to
          the Depositor by BMW Bank pursuant to the BMW Bank Receivables Purchase Agreement if (i) BMW Bank becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for BMW Bank, exercises its right of repudiation as
          contemplated by paragraph (d)(4)(ii) of the FDIC Rule and (ii) pays damages to the Trust in an amount not less than the sum of (x) the aggregate outstanding Principal Balance of such Receivables and (y) the product of (1) the amount of interest
          accrued on the Notes through the date of repudiation and (2) the percentage that the aggregate outstanding Principal Balance of such Receivables bears to the aggregate outstanding Principal Balance of all of the Receivables on the date of
          repudiation.

      “Rating Agency” means [___] and [___], as the context may require. If none of [___], [___] or a successor thereto
          remains in existence, “Rating Agency” shall mean any nationally recognized statistical rating organization or other comparable Person designated by the Depositor.

      “Rating Agency Condition” means, with respect to any action and a Rating Agency, that such Rating Agency shall have
          been notified of such action and shall not have confirmed in writing within ten (10) Business Days of such notice (or such shorter period as is practicable or acceptable to such Rating Agency) that such action will result in the qualification,
          reduction or withdrawal by such Rating Agency of its then-current rating of any Class of Notes.

      “Realized Losses” means, with respect to any Receivable that becomes a Liquidated Receivable, the excess of the
          Principal Balance thereof over the portion of related Liquidation Proceeds and Recoveries allocable to principal.

      “Receivable File” means the following documents with respect to each Financed Vehicle:

      (i)      in

          the case of each Receivable constituting “tangible chattel paper”, the fully executed original of each Receivable (together with any agreements modifying each such Receivable including any deferment agreement) or, in the case of each Receivable
          constituting “electronic chattel paper”, the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable;

      (ii)      the

          original credit application, or an electronic copy thereof;

      
        15

        
          


      

      

      

      (iii)      the

          original certificate of title or such other documents (electronic or otherwise, as used in the applicable jurisdiction) that the Servicer or the related Seller keeps on file in accordance with its customary procedures evidencing the security
          interest of the related Seller in the related Financed Vehicle; and

      (iv)      any

          and all other documents that the Servicer shall have kept on file in accordance with its customary procedures relating to a Receivable, an Obligor or a Financed Vehicle.

      “Receivables” means any Contract listed on Schedule A (which Schedule may be in the form of microfiche).

      “Receivables Purchase Agreement” means each of (i) the Receivables Purchase Agreement, dated as of [__________],
          20[__], between BMW FS, as Seller, and the Depositor and (ii) the Receivables Purchase Agreement, dated as of [__________], 20[__], between BMW Bank, as Seller, and the Depositor

      “Record Date” means, as to any Payment Date or the Redemption Date, (i) if the Notes are issued in book-entry form,
          the close of business on the Business Day immediately preceding such Payment Date or the Redemption Date and (ii) if the Notes are issued in definitive form, the last Business Day of the month preceding such Payment Date or the Redemption Date.

      “Recoveries” means, with respect to any Receivable that becomes a Liquidated Receivable, monies collected in respect
          thereof, from whatever source, during any Collection Period following the Collection Period in which such Receivable became a Liquidated Receivable, net of the sum of any amounts expended by the Servicer for the account of the Obligor and any
          amounts required by law to be remitted to the Obligor.

      “Redemption Price” has the meaning assigned to such term in the Indenture.

      “Reference Banks” means, for any LIBOR Determination Date, the four major banks in the London interbank market
          selected by the Indenture Trustee (after consultation with the Depositor).

      “Regular Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than zero, equal
          to the  excess, if any, of: (a) an amount equal to (i) the aggregate Outstanding Amount of the Notes as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on that preceding Payment Date) or the Closing
          Date (in the case of the first Payment Date), as the case may be, minus (ii) the Adjusted Pool Balance less the Target Overcollateralization Amount with respect to such Payment Date, over (b) the First Priority Principal Distribution Amount and
          the Second Priority Principal Distribution Amount deposited in the Note Distribution Account with respect to such Payment Date; provided, however, that the Regular Principal Distribution Amount shall not exceed the sum of the aggregate
          Outstanding Amount of the Notes on that Payment Date (after giving effect to any principal payments made on the Notes on the current Payment Date in respect of the First Priority Principal Distribution Amount and Second Priority Principal
          Distribution Amount, if

      
        16

        
          


      

      

      

      any); and, provided further, that the Regular Principal Distribution Amount on and after the Final Scheduled Payment Date of
          any Class of Notes shall not be less than the amount that is necessary to reduce the Outstanding Amount of that Class of Notes and all earlier maturing Classes of Notes to zero.

      “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission in
            the adopting releases (Asset-Backed Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005) and Asset-Backed Securities Disclosure and Registration, Securities Act Release No. 33-9638, 79 Fed. Reg. 57,184
          (Sept. 24, 2014)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.

      “Requesting Noteholders” shall have the meaning ascribed thereto in Section 13.01 of the Indenture.

      “Requesting Party” shall have the meaning ascribed thereto in Section 11.02.

      “Required Rate” means [__]%.

      “Reserve Account” means the account designated as such, established by the Issuer and maintained by the
          Indenture Trustee pursuant to Section 5.01(c).

      “Reserve Account Initial Deposit” means $[_________].

      “Reserve Account Required Amount” means (a) on the Closing Date, the Reserve Account Initial Deposit and
          (b) with respect to any Payment Date, an amount equal to the lesser of $[_________] and the aggregate Outstanding Amount of the Notes.

      “Reserve Account Withdrawal Amount” means, with respect to each Payment Date, the lesser of (i) the excess of (a)
          the amounts due under Section 5.06(b)(i) through [(iv)] over (b) Available Amounts for such Payment Date and (ii) the amount on deposit in the Reserve Account on such Payment Date.

      “Responsible Officer” means the president, any vice president, the treasurer, any assistant treasurer, the
          controller, the secretary or any assistant secretary of the Servicer.

      “Review Report” has the meaning set forth in the Asset Representations Review Agreement.

      “[___]” means [___], and its successors.

      “Sarbanes Certification” has the meaning set forth in Section 4.11(a)(iv).

      “Scheduled Payment” means, with respect to each Receivable, the scheduled monthly payment amount set forth in the
          related Contract and required to be paid by the Obligor during each Collection Period.

      
        17

        
          


      

      

      

      “Second Priority Principal Distribution Amount” means, with respect to any Payment Date, an amount not less than
          zero, equal to (a) the excess, if any, of (i) the aggregate principal amount of the Class B Notes outstanding as of the preceding Payment Date (after giving effect to any principal payments made on the Notes on that preceding Payment Date) or the
          Closing Date (in the case of the first Payment Date), over (ii) the Adjusted Pool Balance, minus (b) the First Priority Principal Distribution Amount for that Payment Date; provided, however, that the Second Priority Principal Distribution Amount
          on and after the Final Scheduled Payment Date of the Class B Notes will not be less than the amount that is necessary to reduce the aggregate outstanding principal amount of the Class B Notes to zero.

      “Securities” means the Notes and the Certificates.

      “Securities Intermediary” means [__________].

      “Securityholders” means the Noteholders or the Certificateholders, as the context may require.

      “Seller” means each of (i) BMW FS and (ii) BMW Bank, each in its capacity as Seller under the applicable Receivables
          Purchase Agreement and their respective successors in interest.

      “Servicer” means BMW FS, as the servicer of the Receivables, and each successor to BMW FS (in the same capacity)
          pursuant to Section 7.03 or 8.03.

      “Servicer Letter of Credit” means a letter of credit, surety bond or insurance policy issued by a depository
          institution, insurance company or financial institution having a short-term credit rating equal to at least “[_]” from [___] and “[_]” from [___] and providing that the Indenture Trustee may draw thereupon in the event the Servicer fails to
          deposit collections into the Collection Account on a monthly basis.

      “Servicer Termination Event” has the meaning assigned to such term in Section 8.01.

      “Servicer’s Certificate” means an Officer’s Certificate of the Servicer delivered pursuant to Section 4.09,
          substantially in the form of Exhibit A.

            “Servicing Criteria” means the “servicing criteria” set forth in Item 1122(d) of Regulation AB, as such may be amended from time to
          time.

      

      

      “Servicing Fee” means, for each Collection Period, an amount equal to [__]% per annum of the Pool Balance as of the
          first day of the Collection Period; provided that, in the case of the first Payment Date, the Servicing Fee will be an amount equal to the sum of (a) [__]% per annum of the Pool Balance as of the Cutoff Date and (b) [__]% per annum of the Pool
          Balance as of the close of business on [__________], 20[__].

      “Servicing Fee Rate” means [__]% per annum.

      
        18

        
          


      

      

      

      “Simple Interest Method” means the method of allocating the monthly payments received with respect to a Receivable to interest
          in an amount equal to the product of (i) the applicable stated annual percentage rate, (ii) the period of time (expressed as a fraction of a year, based on the actual number of days in the calendar month and 365 days in the calendar year) elapsed
          since the preceding payment was made under such Receivable and (iii) the outstanding principal amount of such Receivable, and allocating the remainder of each such monthly payment to principal. 

       

        

      “Subcontractor” means any vendor, subcontractor or other Person that is not responsible for the overall servicing (as
          “servicing” is commonly understood by participants in the asset-backed securities market) of the Receivables but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Receivables under the
          direction or authority of the Servicer or a Subservicer.

       

        

      “Subservicer” means any Person that services Receivables on behalf of the Servicer or any Subservicer and is responsible for
          the performance (whether directly or through Subservicers or Subcontractors) of a substantial portion of the material servicing functions required to be performed by the Servicer under this Agreement that are identified in Item 1122(d) of
          Regulation AB.

      

      

      “Supplemental Servicing Fee” has the meaning assigned to such term in Section 4.08.

      [“Swap Agreement” means [______________].]

      [“Swap Counterparty” means [______________].]

      [“Swap Termination Event” means [______________].]

      “Target Overcollateralization Amount” means, with respect to any Payment Date, the product of (i) [__]% and (ii) the
          initial Adjusted Pool Balance.

      “Trust” means the Issuer.

      “Trust Account Property” means the Trust Accounts, all amounts and investments held from time to time in any Trust
          Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise) and all proceeds of the foregoing.

      “Trust Accounts” means the Collection Account, the Note Distribution Account and the Reserve Account.

      “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of [__________], 20[__], between the
          Depositor and the Owner Trustee.

      “Trustee and Reviewer Fees” means, with respect to any Payment Date, the sum of any Indenture Trustee Fee, Owner
          Trustee Fee and Asset Representations Reviewer Fee then due and payable, or remaining unpaid as of such Payment Date.

      
        19

        
          


      

      

      

      “Trust Officer” means, with respect to the Indenture Trustee or Owner Trustee, as applicable, any officer within the
          Corporate Trust Office or successor group of the Indenture Trustee or the Owner Trustee, respectively, including any Vice President, Assistant Vice President, Assistant Treasurer, Assistant Secretary or any other officer of the Indenture Trustee
          or the Owner Trustee, respectively, customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of
          such officer’s knowledge of and familiarity with the particular subject, in each case having direct responsibility for the administration of the Basic Documents.

      “UCC” means the Uniform Commercial Code, as in effect in the relevant jurisdiction.

      “Warranty Purchase Payment” means, with respect to any Receivable required to be repurchased by or on behalf of a
          Seller pursuant to the related Receivables Purchase Agreement, an amount equal to the Receivable’s unpaid Principal Balance, plus interest thereon at a rate equal to the stated Annual Percentage Rate for the Receivable to the last day of the
          Collection Period preceding the date of such repurchase.

      “Yield Supplement Overcollateralization Amount” means, (a) with respect to the Closing Date, the aggregate amount by
          which (1) the Principal Balance, as of the Cutoff Date, of each Receivable (other than any Liquidated Receivables and, if applicable, any FDIC Receivables) with an APR of less than the Required Rate exceeds (2) the present value (calculated using
          a discount rate equal to the Required Rate) of the sum of the Scheduled Payments due on each such Receivable, assuming that (A) all such Scheduled Payments are made on the last day of each month and (Y) each month has 30 days, or  (b) with
          respect to each Payment Date, the aggregate amount by which (i) the Principal Balance, as of the last day of the related Collection Period, of each Receivable (other than any Liquidated Receivables and, if applicable, any FDIC Receivables) with
          an APR of less than the Required Rate exceeds (ii) the present value (calculated using a discount rate equal to the Required Rate) of the sum of the Scheduled Payments due on each such Receivable, assuming that (x) all such Scheduled Payments are
          made on the last day of each month and (y) each month has 30 days.

      SECTION 1.02.      Other
          Definitional Provisions.

      (a)      Capitalized terms
          used herein that are not otherwise defined shall have the meanings ascribed thereto in the Indenture or, if not defined therein, in the Trust Agreement.

      (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

      
        20

        
          


      

      

      

      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.

      (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; Article, Section, Schedule and Exhibit references contained in this
          Agreement are references to Articles, Sections, Schedules and Exhibits in or to this Agreement unless otherwise specified; and the term “including” shall mean “including without limitation”.

      (e)      The definitions
          contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the 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.

          

          CONVEYANCE OF RECEIVABLES

      SECTION 2.01.      Conveyance
          of Receivables.

      In consideration of the Issuer’s delivery to or upon the order of the Depositor of the Notes and the Certificates,
          the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse (subject to the obligations of the Depositor set forth herein), all right, title and interest of the Depositor in and to the following
          assets and property, whether now owned or existing or hereafter acquired or arising:

      (i)      the

          Receivables and all moneys received thereon after the close of business on the Cutoff Date;

      (ii)      the

          security interests in the Financed Vehicles and any accessions thereto granted by Obligors pursuant to the Receivables and any other interest of the Depositor in such Financed Vehicles;

      (iii)      any

          Liquidation Proceeds and Recoveries and any other proceeds with respect to the Receivables from claims on any theft, physical damage, credit life or disability insurance policies covering the Financed Vehicles or the related Obligors, including
          any vendor’s single interest or other collateral protection insurance policy;

      
        21

        
          


      

      

      

      (iv)      any

          property that shall have secured a Receivable and shall have been acquired by or on behalf of the Depositor, a Seller, the Servicer or the Trust;

      (v)      all

          documents and other items contained in the Receivable Files;

      (vi)      all

          of the Depositor’s rights (but not its obligations) under the Receivables Purchase Agreements;

      (vii)      the

          Trust Accounts and all funds on deposit from time to time in the Trust Accounts and the Certificate Distribution Account and in all investments therein and proceeds thereof (including all Investment Earnings thereon);

      (viii)      all

          proceeds from any Receivable repurchased by a Dealer pursuant to a Dealer Agreement; and

      (ix)      the

          proceeds of any and all of the foregoing (collectively, with the assets listed in clauses (i) through (viii) above, the “Conveyed Assets”).

      It is the intention of the Depositor that the transfer and assignment contemplated by this Agreement shall
          constitute a sale of the Receivables and other related property from the Depositor to the Trust and the beneficial interest in and title to the Receivables and the related property shall not be part of the Depositor’s estate in the event of the
          filing of a bankruptcy petition by or against the Depositor under any bankruptcy law. In the event that, notwithstanding the intent of the Depositor, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall
          constitute a security agreement under applicable law, and the Depositor hereby grants to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Conveyed Assets, whether now owned
          or existing or hereafter acquired or arising, and under all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker’s acceptances, uncertificated
          securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, as security for the Depositor’s obligations hereunder.

      ARTICLE III.

          

          THE RECEIVABLES

      SECTION 3.01.      Survival
          of Representations and Warranties.  Pursuant to Section 2.01 of this Agreement, the Depositor has sold, assigned, transferred and conveyed to the Issuer, as part of the assets of the Issuer, its rights under each Receivables Purchase Agreement,
          including the representations and warranties of the applicable Seller therein, upon which representations and warranties the Issuer relies in accepting the Receivables and delivering the Securities, together with all rights of the Depositor with
          respect to any breach thereof, including the right to require the applicable Seller to repurchase Receivables in accordance with the related Receivables Purchase Agreement.  It is understood and agreed that the representations and

      
        22

        
          


      

      

      

      warranties referred to in this Section shall survive the sale and delivery of the Receivables to the Issuer (or the Custodian on its
          behalf) and the pledge of the Receivables to the Indenture Trustee.

      SECTION 3.02.      Representations

          and Warranties of the Depositor.  The Depositor hereby makes the perfection representations, warranties and covenants set forth on Schedule C hereto to the Issuer, and the Issuer shall be deemed to have relied on such representations, warranties
          and covenants in acquiring the Receivables and delivering the Securities. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment
          of the Receivables by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

      SECTION 3.03.      Repurchase
          Upon Breach.  Each of the Depositor, the Issuer, the Indenture Trustee and the Servicer shall inform the other parties to this Agreement and the applicable Sellers promptly, in writing, upon the discovery by it of any breach (or, in the case of
          the Indenture Trustee, a Responsible Officer having obtained actual knowledge or having received written notice thereof) of a Seller’s representations and warranties made pursuant to Sections 3.02(b) of a Receivables Purchase Agreement, without
          regard to any limitation set forth in such representation or warranty concerning the knowledge of such Seller as to the facts stated therein; provided, however, the Indenture Trustee shall have no obligation at any time to perform any actions to
          determine if any breaches exist.  Unless any such breach shall have been cured by the last day of the second Collection Period following the Collection Period in which the applicable Seller discovers or receives notice of such breach (or, at such
          Seller’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Issuer (in accordance with Section 6.02 of the related Receivables Purchase Agreement)
          shall enforce the obligations of such Seller under the related Receivables Purchase Agreement to purchase any Receivable for which such breach materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee,
          the Certificateholders or the Noteholders in any Receivable, in accordance with the terms of Section 6.02 of the related Receivables Purchase Agreement.  Other than the ability to refer a dispute in respect of an unresolved repurchase request to
          dispute resolution, as set forth in Section 11.02, and the indemnification available to the Issuer from BMW FS or BMW Bank, as applicable, in respect of any failure of a Receivable to have been originated in compliance with all applicable
          requirements of law, the sole remedy of the Issuer, the Indenture Trustee, the Noteholders, the Verified Note Owners and the Certificateholders with respect to the unpaid balance plus accrued interest on any Receivable as to which a breach of a
          representation or warranty by a Seller has occurred pursuant to Sections 3.02(b) of the related Receivables Purchase Agreement shall be to require such Seller to repurchase any such Receivable pursuant to the related Receivables Purchase
          Agreement.

      SECTION 3.04.      Custody of
          Receivable Files.  To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Issuer hereby revocably appoints the Servicer, and the Servicer hereby accepts such appointment, to act for the benefit of the
          Issuer and the Indenture Trustee as custodian of the Receivable Files (whether held in tangible paper form or electronic form), which are hereby constructively delivered by the Issuer to the Indenture Trustee.  The Servicer may appoint one or
          more agents to act as subcustodians

      
        23

        
          


      

      

      

      of certain items contained in a Receivable File so long as the Servicer remains primarily responsible for their safekeeping and for its
          duties and obligations as custodian hereunder.

      SECTION 3.05.      Duties of
          Servicer as Custodian.

      (a)      Safekeeping. The
          Servicer shall hold the Receivable Files as custodian for the benefit of the Issuer and the Indenture Trustee, and shall maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable
          the Issuer to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to the receivable files relating to
          all comparable automotive and motorcycle receivables that the Servicer services for itself or others and the Servicer acknowledges that for purposes of Section 9-313(c) of the UCC that it is retaining possession of and acting as custodian for the
          Receivable Files for the benefit of the Indenture Trustee. The Servicer shall conduct, or cause to be conducted, periodic reviews of the Receivable Files held by it under this Agreement in a manner consistent with its reviews of other receivables
          serviced for its own account and of the related accounts, records and computer systems, in such a manner as shall enable the Issuer or the Indenture Trustee to verify the accuracy of the Servicer’s record keeping. The Servicer shall promptly
          report to the Issuer and the Indenture Trustee any material failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and shall promptly take appropriate action to remedy any such
          material failure. Nothing herein shall be deemed to require an initial review or any periodic review by the Issuer or the Indenture Trustee of the Receivables or the Receivable Files.

      (b)      Maintenance of and
          Access to Records. The Servicer shall maintain each Receivable File at one of its offices specified in Schedule B to this Agreement or at such other office as shall be specified to the Issuer and the Indenture Trustee by written notice not later
          than thirty (30) days after any change in location (except that, in the case of any Receivable constituting “electronic chattel paper”, the “authoritative copy” (as such term is used in Section 9-105 of the UCC) of such Receivable shall be
          maintained by the Servicer in a computer system such that the Servicer maintains “control” (as such term is used in Section 9-105 of the UCC) over such “authoritative copy”). The Servicer shall maintain possession of any written amendment to any
          Receivable constituting tangible chattel paper or electronic chattel paper.  The Servicer shall make available to the Issuer and the Indenture Trustee or their duly authorized representatives, attorneys or auditors a list of locations of the
          Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times during normal business hours as the Issuer shall reasonably instruct, which does not unreasonably interfere with the Servicer’s
          normal operations or customer or employee relations.

      (c)      Release of
          Documents. Upon written instructions from the Indenture Trustee, the Servicer shall release any document in the Receivable Files to the Indenture Trustee or its agent or designee, as the case may be, at such place or places as the Indenture
          Trustee may designate, as soon as practicable.  The Servicer shall not be responsible for any loss occasioned by the failure of the Indenture Trustee to return any document or any delay in doing so.

      (d)      Agency
          Relationship.  The Servicer hereby acknowledges that, pursuant to the terms of the Loan Services and Administration Agreement, dated as of January 1, 2004,

      
        24

        
          


      

      

      

      between the Servicer and BMW Bank, any Receivables originated by BMW Bank and owned by BMW Bank that are in the possession of, or are
          otherwise held on the Servicer’s system in the name of BMW Financial Services NA, LLC, are possessed or held in such a manner by the Servicer as agent for BMW Bank.

      SECTION 3.06.      Instructions;

          Authority to Act.  The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by a Trust Officer of the Indenture Trustee or, if the Notes have been paid
          in full, by the Issuer.

      SECTION 3.07.      Custodian’s

          Indemnification.  The Servicer, as custodian, shall indemnify the Issuer, the Owner Trustee and the Indenture Trustee and each of their officers, directors, employees and agents for any and all liabilities, obligations, losses, compensatory
          damages, payments, costs, or expenses of any kind whatsoever that may be imposed on, incurred by or asserted against the Issuer, the Owner Trustee or the Indenture Trustee or any of their officers, directors, employees or agents as the result of
          any improper act or omission in any way relating to the maintenance and custody by the Servicer as custodian of the Receivable Files, including but not limited to any legal fees or expenses incurred by the Indenture Trustee in connection with the
          enforcement of the custodian’s indemnification or other obligations hereunder; provided, however, that the Servicer shall not be liable to the Owner Trustee, the Indenture Trustee or any such officer, director, employee or agent of the Owner
          Trustee or the Indenture Trustee for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence (or gross negligence in the case of the Owner Trustee) of the Owner Trustee or the Indenture Trustee, as the case
          may be, or any such officer, director, employee or agent of the Owner Trustee or the Indenture Trustee, as the case may be.

      Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of
          this Agreement with respect to acts or omissions of such Servicer preceding such resignation or removal and shall include reasonable fees and expenses of counsel and expenses of litigation, each of which is duly documented. If the Servicer shall
          have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without
          interest.

      SECTION 3.08.      Effective
          Period and Termination.  The Servicer’s appointment as custodian shall become effective as of the Cutoff Date and shall continue in full force and effect unless and until terminated pursuant to this Section. If BMW FS, or any successor Servicer,
          shall resign as Servicer in accordance with the provisions of this Agreement or if all of the rights and obligations of BMW FS as Servicer or any successor Servicer shall have been terminated under Section 8.02, the appointment of such Servicer
          as custodian may be terminated by the Issuer or by the Holders of Notes evidencing not less than 50% of the Outstanding Amount of the Notes (or, if no Notes are then Outstanding, the Certificateholders representing not less than 50% of the
          aggregate Certificate Percentage Interest) in the same manner as the Indenture Trustee or such Securityholders may terminate the rights and obligations of the Servicer under Section 8.02. As soon as practicable after any termination of such
          appointment (but in no event more than ten (10) Business Days after any such termination of appointment), the Servicer shall deliver the Receivable Files to the Indenture Trustee or the

      
        25

        
          


      

      

      

      Indenture Trustee’s designee at such place or places as the Indenture Trustee may reasonably designate; provided, however, that with respect to “authoritative copies” of the Receivables constituting electronic chattel paper, (a) if the Servicer’s appointment as custodian has been terminated
          in connection with the resignation or termination of the Servicer as servicer, the custodian shall transfer such “authoritative copies” to the successor Servicer or (b) otherwise, unless otherwise instructed by the Indenture Trustee, such
          “authoritative copies” shall be transferred to the Indenture Trustee or the Indenture Trustee’s designee.  In each case, if necessary, an authorized representative of BMW FS shall use commercially reasonable efforts to convert an authoritative
          copy into tangible form by permanently removing such electronic authoritative copy from BMW FS’ electronic vaulting system and causing a contract in tangible form to be printed as the tangible authoritative copy that constitutes original tangible
          chattel paper for purposes of the UCC, and shall deliver such tangible authoritative copy to the successor Servicer or to the Indenture Trustee or the Indenture Trustee’s designee at the place or places as the Indenture Trustee may reasonably
          designate. Notwithstanding the termination of BMW FS as custodian, the Indenture Trustee and the Issuer agree that, upon any such termination and for so long as BMW FS remains the Servicer hereunder, the Indenture Trustee or the Issuer, as the
          case may be, shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of enabling the Servicer to perform its obligations under this Agreement with respect to the servicing of the Receivables.

      ARTICLE IV.

          

          ADMINISTRATION AND SERVICING OF RECEIVABLES

      SECTION 4.01.      Duties of
          Servicer.  The Servicer, for the benefit of the Issuer and the Indenture Trustee, shall manage, service, administer and make collections on the Receivables and perform the other actions required by the Servicer under this Agreement. The Servicer
          shall service the Receivables in accordance with its customary and usual procedures. The Servicer’s duties shall include the collection and posting of all payments, responding to inquiries of Obligors or by federal, state or local government
          authorities with respect to the Receivables, investigating delinquencies, sending payment coupons to Obligors, reporting any required tax information to Obligors, monitoring the Collateral, accounting for collections, furnishing monthly and
          annual statements to the Owner Trustee, the Indenture Trustee and the Paying Agents with respect to distributions and performing the other duties specified herein. The Servicer also shall administer and enforce all rights of the holder of the
          Receivables under the Receivables and the Dealer Agreements. The Servicer shall, or shall cause the Administrator to, prepare, execute and deliver all certificates or other documents required to be delivered by the Trust pursuant to the
          Sarbanes-Oxley Act of 2002 or the rules and regulations promulgated thereunder. To the extent consistent with the standards, policies and procedures otherwise required hereby, the Servicer shall follow its customary standards, policies and
          procedures and shall have full power and authority, acting alone, to do any and all things in connection with the managing, servicing, administration and collection of the Receivables that it may deem necessary or desirable. Without limiting the
          generality of the foregoing, the Servicer is hereby authorized and empowered to execute and deliver, on behalf of itself, the Issuer, the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders, or any of them, any and
          all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments with respect to the Receivables and with respect to the Financed

      
        26

        
          


      

      

      

      Vehicles; provided, however, that, notwithstanding the foregoing, the Servicer shall not, except pursuant to an order from a court of
          competent jurisdiction, release an Obligor from payment of any unpaid amount due under any Receivable, reduce the related APR or waive the right to collect the unpaid balance of any Receivable from an Obligor. The Servicer is hereby authorized to
          commence, in its own name or in the name of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the Noteholders, a legal proceeding to enforce a Receivable pursuant to Section 4.03 or to commence or participate in any
          other legal proceeding (including a bankruptcy proceeding) relating to or involving a Receivable, an Obligor or a Financed Vehicle or self help as permitted by applicable law. If the Servicer commences or participates in any such legal proceeding
          in its own name, the Indenture Trustee or the Issuer shall thereupon be deemed to have automatically assigned the applicable Receivable to the Servicer solely for purposes of commencing or participating in such proceeding as a party or claimant,
          and the Servicer is authorized and empowered by the Indenture Trustee or the Issuer to execute and deliver in the Indenture Trustee’s or the Issuer’s name any notices, demands, claims, complaints, responses, affidavits or other documents or
          instruments in connection with any such proceeding. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to
          enforce such Receivable, the Owner Trustee shall, at the Servicer’s expense and direction, take steps to enforce such Receivable, including bringing suit in its name or the name of the Issuer, the Indenture Trustee, the Certificateholders or the
          Noteholders. The Owner Trustee and the Indenture Trustee shall upon the written request of the Servicer furnish the Servicer with any revocable powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to
          carry out its servicing and administrative duties hereunder.

      SECTION 4.02.      Collection
          of Receivable Payments; Modifications of Receivables.

      (a)      Consistent with the
          standards, policies and procedures required by this Agreement, the Servicer shall make all reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall
          follow such collection procedures as it follows with respect to all comparable motor vehicle receivables that it services for itself or others and otherwise act with respect to the Receivables in such a manner as will, in the reasonable judgment
          of the Servicer, maximize the amount to be received by the Trust with respect thereto. The Servicer is authorized in its discretion to waive any prepayment charge, late payment charge or any other similar fees that may be collected in the
          ordinary course of servicing any Receivable.

      (b)      The Servicer may
          grant payment deferments only to the extent permissible in its “Collection and Servicing Guidelines” as in effect from time to time; provided, that no such deferment shall extend the final payment date on any Receivable beyond the last day of the
          Collection Period immediately preceding the Class B Final Scheduled Payment Date.

      (c)      Upon any deferment
          not in accordance with this Section, the Servicer shall be required to purchase the related Receivable in accordance with Section 4.07.

      SECTION 4.03.      Realization

          upon Receivables.  Consistent with its customary procedures, the Servicer shall use its best efforts to repossess or otherwise convert the

      
        27

        
          


      

      

      

      ownership of and liquidate any Financed Vehicle securing a Receivable with respect to which the Servicer shall have determined that
          eventual payment in full is unlikely and with respect to which the Servicer determines that such repossession or other action is in the best interest of the Trust.

      SECTION 4.04.      Physical
          Damage Insurance.  The Servicer shall, in accordance with its customary servicing procedures, require each Obligor to obtain and maintain physical loss damage insurance covering the related Financed Vehicle as of the execution of the related
          Receivable.

      SECTION 4.05.      Maintenance

          of Security Interests in Financed Vehicles.

      (a)      The Servicer shall,
          in accordance with its customary servicing procedures, take such steps as are reasonably necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle. The Servicer is hereby authorized to
          take such steps as are necessary to re-perfect such security interest in the event of the relocation of a Financed Vehicle, or for any other reason. In the event that the assignment of a Receivable to the Issuer is insufficient, without a
          notation on the related Financed Vehicle’s certificate of title, or without fulfilling any additional administrative requirements under the laws of the State in which such Financed Vehicle is located, to perfect a security interest in the related
          Financed Vehicle in favor of the Issuer, the Servicer hereby agrees that the designation of BMW FS as the secured party on the certificate of title is in its capacity as agent of the Issuer.

      (b)      The Depositor, the
          Issuer, the Indenture Trustee and the Servicer hereby agree that, upon the occurrence of a Servicer Termination Event, the Indenture Trustee may take or cause to be taken such actions as may, in the opinion of counsel to the Indenture Trustee, be
          necessary to perfect or re-perfect the security interests in the Financed Vehicles in the name of the Issuer, including by amending the title documents of the Financed Vehicles. The Servicer hereby agrees to pay all expenses related to such
          perfection or reperfection and to take all action necessary therefor.

      SECTION 4.06.      Covenants
          of Servicer.  By its execution and delivery of this Agreement, the Servicer hereby covenants as follows (upon which covenants the Issuer and the Indenture Trustee rely in accepting the Receivables and delivering the applicable Securities):

      (a)      Liens in Force. No
          Financed Vehicle securing a Receivable shall be released in whole or in part from the security interest granted by such Receivable, except upon payment in full of such Receivable or as otherwise contemplated herein.

      (b)      No Impairment. The
          Servicer shall do nothing to impair the rights of the Issuer in the property of the Issuer.

      (c)      No Amendments. The
          Servicer shall not extend or otherwise amend the terms of any Receivable, except in accordance with Section 4.02.

      (d)      Restrictions on
          Liens. The Servicer shall not (A) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to or permit in the future (upon the occurrence of a contingency or otherwise) the creation, incurrence or existence of
          any Lien on or

      
        28

        
          


      

      

      

      restriction on transferability of any Conveyed Asset except for the Lien of the Indenture and the restrictions on transferability
          imposed by this Agreement or (B) other than as contemplated herein, sign or file any UCC financing statements in any jurisdiction that names BMW FS, the Depositor or the Issuer as a debtor, and any Person other than the Depositor, the Issuer or
          the Indenture Trustee as a secured party or sign any security agreement authorizing any secured party thereunder to file any such financing statement, in each case with respect to the Conveyed Assets or the related property.

      SECTION 4.07.      Purchase
          of Receivables Upon Breach.  Upon discovery by any of the Servicer, the Depositor, the Issuer or, if a Responsible Officer of the Indenture Trustee obtains actual knowledge or receives written notice thereof, the Indenture Trustee, of a breach of
          any of the covenants set forth in Sections 4.02(b), 4.05(a) or 4.06, the party discovering, obtaining actual knowledge or receiving written notice, as applicable, of such breach shall give prompt written notice to the other parties to this
          Agreement; provided, however, that the failure to give any such notice shall not affect any obligation of the Servicer under this Section 4.07.  On or before the last day of the second Collection Period following the Collection Period in which it
          discovers or receives notice of a breach of any covenant set forth in Sections 4.02(b), 4.05(a) or 4.06 that materially and adversely affects the interests of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders or the
          Noteholders in any Receivable (or, at the Servicer’s election, the last day of the first Collection Period following the Collection Period in which it discovers or receives notice of such breach), the Servicer shall, unless such breach shall have
          been cured in all material respects by such date, purchase from the Issuer the Receivable affected by such breach. In consideration of the purchase of any such Receivable, the Servicer shall remit the related Purchase Amount into the Collection
          Account, with written notice to the Indenture Trustee of such deposit, in the manner specified in Section 5.04. Upon such purchase, the Servicer shall be deemed to have released all claims for the reimbursement of outstanding Advances made in respect of the Receivables so purchased. Subject to Section 7.02, it is understood and agreed that the obligation of the Servicer
          to purchase any Receivable with respect to which such a breach has occurred and is continuing shall, if such obligation is fulfilled, constitute the sole remedy against the Servicer for such breach available to the Issuer, the Indenture Trustee,
          the Owner Trustee, the Certificateholders or the Noteholders.

      SECTION 4.08.      Servicing
          Fee.  The Servicing Fee shall be payable to the Servicer on each Payment Date prior to the payment of interest on any Class of Notes. However, if the Rating Agency Condition is satisfied with respect to each Rating Agency, the Servicing Fee in
          respect of a Collection Period (together with any portion of the Servicing Fee that remains unpaid from prior Payment Dates) will be paid at the beginning of that Collection Period out of the collections of interest on the Receivables.  The
          Servicing Fee is based on the Servicing Fee Rate and shall be calculated on the basis of a 360-day year comprised of twelve 30-day months; provided, however, that the Servicing Fee on the first Payment Date shall be prorated to compensate for the
          length of the first Collection Period, if applicable. The Servicer will be entitled to collect and retain as additional servicing compensation in respect of each Collection Period any late fees, prepayment charges, deferment fees and other
          administrative fees or similar charges collected on the Receivables (the “Supplemental Servicing Fee”). The Servicer shall be required to pay all expenses incurred by it in connection with its activities under this Agreement (including taxes
          imposed on the Servicer and expenses incurred in connection with distributions and reports made by the Servicer to the Owner Trustee and the Indenture Trustee).

      
        29

        
          


      

      

      

      SECTION 4.09.      Servicer’s
          Certificate.  Not later than 10:00 a.m. (New York City time) on each Determination Date, the Servicer shall deliver to the Owner Trustee, the Indenture Trustee, the Paying Agents and the Depositor, with a copy to each Rating Agency, a Servicer’s
          Certificate containing all information necessary to make the distributions to be made on the related Payment Date pursuant to Section 5.06 of this Agreement or Section 5.04(b) of the Indenture, as applicable, for the related Collection Period and
          any other information the Indenture Trustee may reasonably request. Such Servicer’s Certificate shall be certified by a Responsible Officer of the Servicer that the information provided is complete and no defaults have occurred. Receivables to be
          purchased by the Servicer or to be repurchased by a Seller and each Receivable that became a Liquidated Receivable may be identified by the Servicer by account number with respect to such Receivable (as specified in the Schedule of Receivables).
          The Servicer’s Certificate related to the first Collection Period will also include the disclosure required by Rule [4(c)(1)(ii)][4(c)(2)(ii)] of Regulation RR.  With respect to each Collection Period, the Servicer will prepare and file, or cause
          to be filed, a Form ABS-EE (including an asset data file and asset-related document containing the asset-level information for each Receivable and Financed Vehicle for such Collection Period) on or before the date on which the Form 10-D with
          respect to such Collection Period is required to be filed with the Commission.

      SECTION 4.10.      Annual
          Statement as to Compliance; Notice of Servicer Termination Event.

      (a)      The Servicer shall
          deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, within ninety (90) days after the end of the Servicer’s fiscal year (commencing with the fiscal year 20[__]), an Officer’s Certificate signed by a Responsible Officer of
          the Servicer, stating that (i) a review of the activities of the Servicer during the preceding 12-month period (or such shorter period in the case of the first such Officer’s Certificate) and of the performance of its obligations under this
          Agreement has been made under such officer’s supervision and (ii) to such officer’s knowledge, based on such review, the Servicer has fulfilled all its obligations under this Agreement throughout such period or, if there has been a default in the
          fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof.

      (b)      The Servicer shall
          deliver to the Owner Trustee, the Indenture Trustee and each Rating Agency, promptly after having obtained knowledge thereof, but in no event later than two (2) Business Days thereafter, written notice in an Officer’s Certificate of any event
          that is a Servicer Termination Event under Section 8.01.

      SECTION 4.11.      Assessment
          of Compliance and Annual Accountants’ Attestation.

      (a)      Within ninety (90) days after the end of the Servicer’s fiscal year (commencing with the fiscal year 20[__]), the Servicer
          shall:

      

      

      (i)      deliver to the Issuer and the Administrator (and, if not otherwise publicly available, to the Indenture
          Trustee, upon request thereby) a report regarding the Servicer’s assessment of compliance with the Servicing Criteria during the immediately preceding calendar year, as required under Rules 13a-18 and 15d-18 of the Exchange Act

      
        30

        
          


      

      

      

      and Item 1122 of Regulation AB.  Such report shall be addressed to the Issuer and signed by an authorized officer of the Servicer, and
          shall address each of the Servicing Criteria specified on a certification substantially in the form of Exhibit C hereto delivered to the Issuer and the Administrator concurrently with the execution of this Agreement;

      

      

      (ii)      deliver to the Issuer and the Administrator (and, if not otherwise publicly available, to the Indenture
          Trustee, upon request thereby) a report of a registered public accounting firm reasonably acceptable to the Issuer and the Administrator that attests to, and reports on, the assessment of compliance made by the Servicer and delivered pursuant to
          the preceding paragraph.  Such attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act;

      

      

      (iii)      cause each Subservicer and each Subcontractor determined by the Servicer to be “participating in the
          servicing function” within the meaning of Item 1122 of Regulation AB, to deliver to the Issuer and the Administrator an assessment of compliance and accountants’ attestation as and when provided in paragraphs (i) and (ii) of this Section; and

      

      

      (iv)      if requested by the Administrator, acting on behalf of the Issuer, deliver to the Issuer and the
          Administrator and any other Person that will be responsible for signing the certification (a “Sarbanes Certification”) required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002) on
          behalf of an asset-backed issuer with respect to a securitization transaction, a certification in the form attached hereto as Exhibit C and, if requested, cause any Subservicer or Subcontractor described in clause (iii) above to do the same.

      

      

      The Servicer acknowledges that the parties identified in clause (a)(iv) above may rely on the certification provided by the Servicer pursuant to such clause
          in signing a Sarbanes Certification and filing such with the Commission.  The Administrator, acting on behalf of the Issuer, will not request delivery of a certification under clause (a)(iv) above unless the Depositor is required under the
          Exchange Act to file an annual report on Form 10-K with respect to the Issuer.

      

      

            (b)      Each assessment of compliance provided by a Subservicer pursuant to Section 4.11(a)(iii) shall address each of the Servicing Criteria
          specified on a certification to be delivered to the Servicer, Issuer and the Administrator on or prior to the date of such appointment.  An assessment of compliance provided by a Subcontractor pursuant to Section 4.11(a)(iii) need not address any
          elements of the Servicing Criteria other than those specified by the Servicer and the Issuer on the date of such appointment.

      

      

      SECTION 4.12.      Access to
          Certain Documentation and Information Regarding Receivables.  The Servicer shall provide to representatives of the Owner Trustee, the Indenture Trustee, the Certificateholders and the Noteholders reasonable access to the documentation regarding
          the Receivables and the related Trust property. Access shall be afforded without charge, but only upon reasonable request, which does not unreasonably interfere with the Servicer’s normal business operations or employee or customer relations, and
          during the normal business hours at the offices of the Servicer upon prior written notice to the

      
        31

        
          


      

      

      

      Servicer of at least five (5) Business Days. Nothing in this Section shall affect the obligation of the Servicer to observe any
          applicable law prohibiting disclosure of information regarding the Obligors and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section.

      SECTION 4.13.      Term of
          Servicer.  The Servicer hereby covenants and agrees to act as Servicer under, and for the term of, this Agreement.

      SECTION 4.14.      Access to
          Information Regarding Trust and Basic Documents.  The Servicer shall furnish to the Owner Trustee from time to time such information regarding the Issuer or the Basic Documents as the Owner Trustee shall reasonably request. The Indenture Trustee
          shall furnish to the Owner Trustee, upon request, annually a copy of the Note Register. The Servicer shall furnish to the Owner Trustee copies of all documents and reports required to be provided by the Servicer pursuant to this Article IV.

      ARTICLE V.

          

          DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

      SECTION 5.01.      Establishment

          of Accounts.

      (a)      The Servicer, for
          the benefit of the Noteholders and the Certificateholders, shall cause the Indenture Trustee to establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly
          indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders.  If at any time the institution maintaining the Collection Account ceases to be an Eligible Institution, the Indenture Trustee
          will, or will cooperate with the Servicer to, as applicable, cause the Collection Account to be moved to an Eligible Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been
          satisfied).

      (b)      The Issuer, for the
          benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the
          funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note
          Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and
          maintained solely for administrative purposes.  If at any time the institution maintaining the Note Distribution Account or the related subaccounts ceases to be an Eligible Institution, the Indenture Trustee will, or will cooperate with the
          Servicer to, as applicable, cause the Note Distribution Account and the related subaccounts to be moved to an Eligible Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been
          satisfied).

      
        32

        
          


      

      

      

      (c)      The Issuer, for the
          benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds
          deposited therein are held for the benefit of the Noteholders and the Certificateholders.  If at any time the institution maintaining the Reserve Account ceases to be an Eligible Institution, the Indenture Trustee will, or will cooperate with the
          Servicer to, as applicable, cause the Reserve Account to be moved to an Eligible Institution within thirty (30) days (or such longer period in respect of which the Rating Agency Condition shall have been satisfied).

      (d)      Funds on deposit in
          the Collection Account and the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if (i) the Servicer shall have failed to give investment directions for
          any funds on deposit in the Reserve Account or the Collection Account to the Indenture Trustee by [__]:[__] [a.m.] [p.m], New York City time (or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day
          or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable
          pursuant to Section 5.02 of the Indenture or (iii) if the Notes shall have been declared due and payable following an Event of Default and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of
          the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible Investments in accordance with the standing instructions
          most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders or the
          Certificateholders, as applicable; provided, for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of Net Investment Losses) on funds on deposit in
          the (i) Collection Account for the related Collection Period will be released to the Depositor; and (ii) Reserve Account for the related Collection Period will be released to the Depositor, upon the direction of the Servicer, to the extent that
          funds on deposit in the Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Reserve Account Required Amount. Other than as permitted in writing by the Rating Agencies with
          respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Payment Date. Funds
          deposited in the Collection Account and the Reserve Account on a day that immediately precedes a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight.

      (e)      In the event that
          there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one (1) Business Day prior to the Payment Date, the amount of the Net Investment Losses. The
          Indenture Trustee shall not be held liable in any way for any Net Investment Losses, except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its
          commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms.

      
        33

        
          


      

      

      

      (f)      (i) The Trust shall
          possess all right, title and interest in all funds and investment property on deposit from time to time in or credited to the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investment property,
          proceeds and income shall be part of the Trust Estate, except as otherwise set forth herein. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders,
          as applicable.  If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar
          days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash or any investments from the account that is no longer an Eligible Deposit Account to the new Trust Account.

      (ii)      With

          respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:

      
        
          	

                	(A)	
                  any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.01(f)(i); and
                      each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;

                


        

      

      
        
          	

                	(B)	
                  any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition herein of
                      “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;

                


        

      

      
        
          	

                	(C)	
                  any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in
                      accordance with paragraph (b) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as
                      described in such paragraph;

                


        

      

      
        
          	

                	(D)	
                  any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the
                      Indenture Trustee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition,

                


        

      

      
        34

        
          


      

      

      

      through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and

      
        
          	

                	(E)	
                  any Trust Account Property that is a security entitlement shall be delivered in accordance with paragraph (d) of the definition herein of “Delivery” and shall be held
                      pending maturity or disposition by the Indenture Trustee or a securities intermediary acting solely for the Indenture Trustee.

                


        

      

      (iii)      The

          Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts and the Certificate
          Distribution Account for the purpose of withdrawing any amounts deposited in error into such accounts.

      (g)           The Servicer,
          the Trust, the Indenture Trustee and the Securities Intermediary agree as follows:

            (i)      each of the Collection Account and the Reserve Account is, and will be maintained as, a “securities
          account” (as defined in Section 8-501 of the UCC);

            (ii)      the Securities Intermediary is acting, and will act as a “securities intermediary” (as defined in
          the UCC) with respect to the Collection Account and the Reserve Account;

            (iii)      this Agreement (together with the Indenture) is the only agreement entered into among the parties
          with respect to the Collection Account and the Reserve Account and the parties will not enter into any other agreement related to the Collection Account or the Reserve Account; and

            (iv)      at the time of this Agreement, and continuously thereafter, the Securities Intermediary shall have a
          place of business in the United States at which any of the activities of the Securities Intermediary are carried on and which (i) alone or together with other offices of the Securities Intermediary or with other persons acting for the Securities
          Intermediary in the United States or another nation (A) effects or monitors entries to securities accounts, (B) administers payments or corporate actions relating to securities held with the Securities Intermediary or such other persons, or (C)
          is otherwise engaged in a business or other regular activity of maintaining securities accounts; or (ii)  is identified by an account number, bank code, or other specific means of identification as maintaining securities accounts in the United
          States.

      SECTION 5.02.      Collections. 

          The Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than Purchased Receivables), all Liquidation Proceeds and any subsequent Recoveries within two (2) Business
          Days of receipt thereof.  So long as the Monthly Remittance Condition is satisfied, the

      
        35

        
          


      

      

      

      Servicer shall remit to the Collection Account all payments by or on behalf of the Obligors with respect to the Receivables (other than
          Purchased Receivables), all Liquidation Proceeds and any subsequent Recoveries on the Business Day prior to the Payment Date; provided that the Servicer will remit all such amounts described in the preceding sentence within two (2) Business Days
          of receipt to an account established and maintained by BMW Capital.  Notwithstanding anything herein to the contrary, so long as BMW FS is the Servicer, BMW FS may withhold from the deposit into the Collection Account any amounts indicated on the
          related Servicer’s Certificate as being due and payable to the Servicer and pay such amounts directly to the Servicer. For purposes of this Article V, the phrase “payments by or on behalf of Obligors” shall mean payments made with respect to the
          Receivables by Persons other than the Servicer or the Sellers.

      SECTION 5.03.      Application

          of Collections.  On each Payment Date, all payments received from or on behalf of an Obligor in respect of a Receivable (including each Purchased Receivable) during the related Collection Period shall be applied by the Servicer first to
          unreimbursed Advances (up to the amount of interest received, as provided in the definition of Available Interest), second to interest accrued to date, third to principal until the Principal Balance is brought current, fourth to reduce the unpaid
          late charges as provided in the Receivable and finally to prepay principal of the Receivable.

      SECTION 5.04.      Purchase
          Amounts; Dealer Recourse.  The Servicer shall deposit or cause to be deposited in the Collection Account, on or prior to each Determination Date, the aggregate Purchase Amount with respect to Purchased Receivables and the Servicer shall deposit
          therein all amounts to be paid under Section 4.07.  The Servicer shall deposit or cause to be deposited in the Collection Account on or prior to each Determination Date, all proceeds received by it from any Receivable repurchased by a Dealer
          pursuant to a Dealer Agreement (the “Dealer Recourse Amount”) in satisfaction of any Purchase Amount in respect of such Receivable that is due and which remains unpaid by the related Seller.  So long as the Monthly Remittance Condition is
          satisfied, the Servicer shall deposit or cause to be deposited in the Collection Account the Purchase Amount and the Dealer Recourse Amount on the Business Day prior to the Payment Date; provided that the Servicer will deposit the Purchase Amount
          and any Dealer Recourse Amount into an account established and maintained by BMW Capital, such deposit being made within two (2) Business Days of the event giving rise to such Purchase Amounts or Dealer Recourse Amounts.

      SECTION 5.05.      Reserved.

      SECTION 5.06.      Distributions.

      (a)      On each
          Determination Date, the Servicer shall calculate all amounts required to be deposited or paid pursuant to this Section and deliver a Servicer’s Certificate pursuant to Section 4.09.

      (b)      On each Payment
          Date, the Servicer shall instruct the Indenture Trustee in writing (based on the information contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09) to make the following deposits and
          distributions on such Payment Date from Available Amounts on deposit in the Collection Account, and, in the

      
        36

        
          


      

      

      

      event of a shortfall in meeting the payments described in clauses (i) through [(iv)] below (an “Available Amounts Shortfall”), from
          amounts withdrawn from the Reserve Account, in the following order and priority:

      (i)      to

          the Servicer, the Servicing Fee (and any accrued and unpaid Servicing Fees from prior Collection Periods), and Nonrecoverable Advances;

      (ii)      to

          the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the
          terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without limitation, expenses and indemnification amounts), in an aggregate amount not to exceed $[_________] in any calendar year;

      (iii)      to

          the Interest Distribution Account [and the Swap Counterparty], [pro rata, based on the Outstanding Amount of the Class A Notes and the amount of any swap termination payment and swap payment due and payable by the Issuer to the Swap Counterparty
          under this clause third: (i)], (a) the aggregate amount of interest accrued for the related Interest Period on each of the Class A Notes at their respective Class A Rate on the Outstanding Amount as of the previous Payment Date after giving
          effect to all payments of principal to the Noteholders on the preceding Payment Date; and (b) the excess, if any, of the amount of interest payable to the Noteholders on prior Payment Dates over the amounts actually paid to the Noteholders on
          those prior Payment Dates, plus interest on any such shortfall at the related Class A Rate to the extent permitted by law[, (ii) to the Swap Counterparty, the amount of any termination payment due to the Swap Counterparty under the Swap Agreement
          due to a Swap Termination resulting from a payment default by the Issuer or the insolvency of the Issuer; provided, that if any amounts allocable to the Class A Notes are not needed to pay the Class A Noteholders’ accrued and unpaid interest as
          of such payment date, such amounts will be applied to pay the portion, if any, of any Swap Termination payment referred to above remaining unpaid, and (iii) to the Swap Counterparty, the amount of interest at [____]% due to the Swap Counterparty
          under the Swap Agreement];

      (iv)      to

          the Principal Distribution Account, the First Priority Principal Distribution Amount, if any;

      (v)      to

          the Interest Distribution Account, the aggregate amount of interest accrued for the related Interest Period on the Class B Notes, at their respective interest rate on the Outstanding Amount as of the previous Payment Date after giving effect to
          all payments of principal to the Class B Noteholders on the preceding Payment Date, and the excess, if any, of the amount of interest payable to the Class B Noteholders on prior Payment Dates over the amounts

      
        37

        
          


      

      

      

      actually paid to the Class B Noteholders on those prior Payment Dates, plus interest on that shortfall at the
          related interest rate, to the extent permitted by law;

      (vi)      to

          the Principal Distribution Account, the Second Priority Principal Distribution Amount, if any;

      (vii)      to

          the Reserve Account, the amount, if any, necessary to cause the amount on deposit in the Reserve Account to equal the Reserve Account Required Amount;

      (viii)      to

          the Principal Distribution Account, the Regular Principal Distribution Amount;

      (ix)        [(i)] to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, pro rata, based on amounts due to each such
          party, for payment of any Trustee and Reviewer Fees and other amounts required to be paid to such party pursuant to the terms of the Indenture, the Trust Agreement or the Asset Representations Review Agreement, respectively (including, without
          limitation, expenses and indemnification amounts), to the extent any such amounts remain unpaid after application of clause (ii) above[, and (ii) any Swap Termination Payments due to the Swap Counterparty not payable in subclause (ii) of section
          (iii) above]; and

      (x)      any

          Available Amounts remaining, if any, to the Certificate Distribution Account.

      On each Payment Date, the Servicer shall instruct the Indenture Trustee to distribute (based on the information
          contained in the Servicer’s Certificate delivered on the related Determination Date pursuant to Section 4.09), any amounts deposited into the Interest Distribution Account as payment of interest on the Notes pursuant to the priority set forth in
          Section 8.02(d) of the Indenture and the Principal Distribution Account as payment of principal on the Notes pursuant to the priority set forth in Section 8.02(e) of the Indenture. Notwithstanding that the Notes have been paid in full, the
          Indenture Trustee shall continue to maintain the Collection Account hereunder until the Certificate Percentage Interest is reduced to zero.

      (c)      Except as otherwise
          provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any
          securities held hereunder in the Trust Accounts, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and
          investment, including power to vote on any securities.

      (d)      The Indenture
          Trustee is authorized to deposit uninvested funds in non-interest bearing, unsecured demand deposit accounts at affiliated banks, purchase and sell investment securities through or from affiliated banks and broker-dealers, invest funds in
          registered investment companies that receive investment management and custodial services from the Indenture Trustee or its affiliates, subject to the limitations set forth herein.

      
        38

        
          


      

      

      

      (e)      The Issuer
          acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Issuer the right or option to receive individual confirmations of security transactions at no additional cost, as they
          occur, the Issuer specifically waives the option to receive such confirmation to the extent permitted by law. The Indenture Trustee will furnish the Issuer periodic cash transaction statements that include detail for all investment transactions
          made by the Indenture Trustee hereunder.

      SECTION 5.07.      Reserve Account.

      (a)      On or prior to the
          Closing Date, the Issuer shall cause to have deposited an amount equal to the Reserve Account Initial Deposit into the Reserve Account from the net proceeds of the sale of the Notes. The Reserve Account shall be an asset of the Issuer.  Funds on
          deposit in the Reserve Account may be invested, as described in Section 5.01(d) of this Agreement.

      (b)      In the event that
          the Servicer’s Certificate states that there is an Available Amounts Shortfall, then the Indenture Trustee shall withdraw the Reserve Account Withdrawal Amount (as indicated in the Servicer’s Certificate) from the Reserve Account and deposit such
          Reserve Account Withdrawal Amount into the Collection Account no later than 12:00 noon, New York City time, on the Business Day prior to the related Payment Date.

      (c)      In the event that
          the Servicer’s Certificate states that the amount on deposit in the Reserve Account (after giving effect to all deposits thereto and withdrawals therefrom on the Business Day prior to a Payment Date) is greater than the Reserve Account Required
          Amount on any Payment Date, the Indenture Trustee shall release and distribute all such amounts on such Payment Date to the Depositor except as otherwise provided in 5.01(d). Upon any such distribution to the Depositor, the Noteholders shall have
          no further rights in, or claims to, such amounts.

      (d)      In the event that,
          on any Payment Date, the amount on deposit in the Reserve Account shall be less than the Reserve Account Required Amount, the Available Amounts remaining after the payment of the amounts set forth in Section 5.06(b)(i) through [(iv)], up to an
          amount equal to such shortfall, shall be deposited by the Indenture Trustee (as instructed by the Servicer pursuant to the Servicer’s Certificate) to the Reserve Account on such Payment Date.

      (e)      Subject to Section
          9.01, amounts on deposit in the Reserve Account will continue to be applied pursuant to Section 5.06 following payment in full of the Outstanding Amount of the Notes until the Pool Balance is reduced to zero. Following the payment in full of the
          Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder or under the Indenture or the Trust Agreement to Noteholders and the termination of the Trust, any amount then allocated to the Reserve Account shall be
          paid to the Certificateholders.

      SECTION 5.08.      Statements
          to Securityholders.  On each Determination Date, the Servicer shall provide to the Indenture Trustee (with a copy to each Paying Agent (if any)) for the Indenture Trustee to forward to, or make available to, each Noteholder of record as

      
        39

        
          


      

      

      

      of the most recent Record Date and to the Owner Trustee (with a copy to each Paying Agent (if any)) for the Owner Trustee to forward to
          each Certificateholder of record as of the most recent Record Date a statement in electronic format acceptable to the Indenture Trustee setting forth at least the following information as to the Securities to the extent applicable:

      (a)      the amount of
          collections received with respect to the Receivables during the related Collection Period and allocable to principal, and the aggregate amount paid or distributed in respect of interest on each Class of Notes on such Payment Date;

      (b)      the amount of
          collections received with respect to the Receivables during the related Collection Period and allocable to interest, and the aggregate amount paid or distributed in respect of principal on each Class of Notes on such Payment Date;

      (c)      the number of
          Receivables, the Pool Balance and the Adjusted Pool Balance, in each case as of the close of business on the last day of the related Collection Period, and of the close of business on the last day of the immediately preceding Collection Period
          (or as of the Cutoff Date, in the case of the first Determination Date);

      (d)      the amount of the
          Servicing Fee and the Supplemental Servicing Fee paid to the Servicer with respect to the related Collection Period;

      (e)      the amount of fees,
          expenses and indemnification amounts due and payable to each of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer, before and after giving effect to payments on the related Payment Date;

      (f)      the Outstanding
          Amount of each Class of Notes and the Note Pool Factor for each such Class as of the close of business on the related Payment Date, before and after giving effect to payments allocated to principal reported under clause (a) above;

      (g)      the amount of any
          interest carryover shortfall on such Payment Date and the change, if any, in such amounts from those with respect to the immediately preceding Payment Date;

      (h)      the aggregate
          amounts of Realized Losses, if any, with respect to the related Collection Period;

      (i)      the Yield Supplement
          Overcollateralization Amount for the related Payment Date;

      (j)      the balance of the
          Reserve Account on that Payment Date, before and after giving effect to deposits and withdrawals to be made in respect of such Payment Date, if any;

      (k)      the amount of any
          deposit to the Reserve Account and the amount and application of any funds withdrawn from the Reserve Account with respect to such Payment Date;

      (l)      the aggregate
          Principal Balance of all Receivables that became Liquidated Receivables or Purchased Receivables during the related Collection Period;

      
        40

        
          


      

      

      

      (m)      the aggregate
          Principal Balance and number of Receivables that are 30 to 59 days, 60 to 89 days, 90 to 119 days or 120 days or more delinquent as of the last day of the related Collection Period;

      (n)      any Available
          Amounts Shortfall after giving effect to payments on the related Payment Date, and any change in such amounts from the preceding statement;

      (o)      the aggregate
          Principal Balance and number of all Receivables with respect to which the related Financed Vehicle was repossessed;

      (p)      the amount to be
          distributed to the Certificate Distribution Account on the related Payment Date;

      (q)      the Target
          Overcollateralization Amount for the related Payment Date;

      (r)      the applicable
          Record Date, Determination Date, Interest Period and Payment Date for each Class of Notes;

      (s)      the weighted average
          Interest Rate and weighted average remaining term to maturity of the Receivables as of the end of the related Collection Period;

      (t)      the Outstanding
          Amount of each Class of Notes as a percentage of the Outstanding Amount of all Classes of Notes as of the close of business on the related Payment Date, before and after giving effect to payments allocated to principal reported under clause (a)
          above;

      (u)      delinquency and loss
          information with respect to the Receivables for the related Collection Period, including a description of any material change in practices with respect to charge-offs, collection and management of delinquent Receivables, and the effect of any
          grace period, re-aging, re-structuring, partial payments or other practices on delinquency and loss experience;

      (v)      a description of any
          material modifications, extensions or waivers to Receivables terms, fees, penalties or payments during the related Collection Period, or that have cumulatively become material over time;

      (w)      a description of any
          material breaches of representations and warranties made with respect to the Receivables, or covenants, contained in the Basic Documents;

      (x)      the amount of
          Servicer Advances for the related Collection Period; and

      (y)       whether a
          Delinquency Trigger has occurred as of the end of the related Collection Period.

      The amount or interest or principal allocable to a Class of Notes, as described in clauses (a) and (b) above, shall
          also be expressed as a dollar amount per $1,000 of original principal amount of the related Note.

      
        41

        
          


      

      

      

      The Indenture Trustee will make such report (and, at its option, any additional files containing the same
          information in an alternative format) available each month to Noteholders and the Administrator via the Indenture Trustee’s internet website. The Indenture Trustee’s internet website shall initially be located at “[_________]”.  Assistance in
          using the website can be obtained by calling the Indenture Trustee’s customer service desk at [_________].  Such parties that are unable to use the website are entitled to have a paper copy mailed to them via first class mail by requesting the
          same in writing sent to the Corporate Trust Office and indicating such. The Indenture Trustee shall have the right to change the way such statements are distributed in order to make such distribution more convenient or more accessible to the
          above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes. As a condition to access to the Indenture Trustee’s internet website, the Indenture Trustee may require
          registration and the acceptance of a disclaimer. The Indenture Trustee will not be liable for the dissemination of information in accordance with this Agreement. The Indenture Trustee shall be entitled to rely on but shall not be responsible for
          the content or accuracy of any information provided to it by the Administrator and the Servicer and may affix thereto any disclaimer it deems appropriate in its reasonable discretion.

      SECTION 5.09.      Net
          Deposits.  As an administrative convenience, for so long as BMW FS is the Servicer, the Servicer shall be permitted to deposit into the Collection Account collections on the Receivables, Advances and Purchase Amounts for or with respect to the
          Collection Period net of distributions (including without limitation the Servicing Fee) to be made to the Servicer with respect to the Collection Period.  The Servicer shall, however, account to the Indenture Trustee, the Owner Trustee and the
          Noteholders as if all deposits and distributions were made individually.

      SECTION 5.10.      Reserved.

      SECTION 5.11.      Advances
          by the Servicer.

      (a)      By the close of
          business on the Determination Date, the Servicer shall deposit into the Collection Account, out of its own funds, the related Advance: provided, however, that if such Advance involves an Obligor who is covered by the Servicemembers Civil Relief
          Act, the Servicer shall not be required to make an Advance.

      (b)      On each Payment
          Date, the Servicer shall reimburse itself for the amount of outstanding Advances made to the extent of actual interest collections of late Scheduled Payments on the related Receivables and any Administrative Purchase Payments or Warranty Purchase
          Payments (to the extent allocable to interest). In addition, if a Receivable becomes a Liquidated Receivable, the amount of accrued and unpaid interest on that Receivable (but not including interest for the current Collection Period) may, up to
          the amount of outstanding Advances in respect of that Receivable, be deemed a Nonrecoverable Advance and paid to the Servicer on the related Payment Date in reimbursement of the outstanding Advances with respect to such Receivable.

      (c)      If the Servicer
          determines that any advance made pursuant to this Section 5.11 has become a Nonrecoverable Advance and at the time of such determination there exists an

      
        42

        
          


      

      

      

      Outstanding Amount Advanced, then the Servicer shall reimburse itself out of funds in the Collection Account for the amount of such
          Nonrecoverable Advance, but only to the extent that such Outstanding Amount Advanced relates to the Advance that has become a Nonrecoverable Advance.

      ARTICLE VI.

          

          THE DEPOSITOR

      SECTION 6.01.      Representations,

          Warranties and Covenants of Depositor.  The Depositor makes the following representations, warranties and covenants to the Issuer, the Sponsor, the Servicer, the Custodian, the Administrator and the Indenture Trustee, on which the Issuer relies
          in accepting the Receivables and delivering the Securities. Such representations, warranties and covenants speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale, transfer and assignment of
          the Receivables by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

      (a)      Organization and
          Good Standing. 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 the 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)      Due Qualification.
          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 where the failure to do so would materially and adversely affect
          the Depositor’s ability to transfer the Receivables to the Trust pursuant to this Agreement or the validity or enforceability of the Receivables.

      (c)      Power and Authority.
          The Depositor has the limited liability company power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; the Depositor has full power and authority to
          sell and assign the property to be sold and assigned to and deposited with the Issuer, and the Depositor shall have duly authorized such sale and assignment to the Issuer by all necessary action; and the execution, delivery and performance of
          this Agreement and the other Basic Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary action.

      (d)      Valid Sale; Binding
          Obligation. This Agreement effects a valid transfer and assignment of the Receivables and the other Conveyed Assets conveyed by the Depositor to the Trust hereunder, in each case enforceable against creditors of and purchasers from the Depositor.
          This Agreement and the other Basic Documents to which the Depositor is a party, when duly executed and delivered by the other parties hereto and thereto, shall constitute legal, valid and binding obligations of the Depositor, enforceable against
          the Depositor in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally
          and to general principles of equity (whether applied in a proceeding at law or in equity).

      
        43

        
          


      

      

      

      (e)      No Violation. The
          consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms of this Agreement and the other Basic Documents shall not conflict with, result in any breach of any of the terms or
          provisions of or constitute (with or without notice or lapse of time, or both) a default under, the limited liability company agreement or certificate of formation of the Depositor, or any indenture, agreement, mortgage, deed of trust or other
          instrument to which the Depositor is a party or by which it is bound; or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other
          instrument, other than this Agreement and the other Basic Documents; or violate any law, order, rule or regulation applicable to the Depositor of any court or federal or state regulatory body, administrative agency or other governmental
          instrumentality having jurisdiction over the Depositor.

      (f)      No Proceedings.
          There are no proceedings or investigations pending or, to the Depositor’s knowledge, threatened, against the Depositor before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction
          over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any other Basic Document; (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by
          this Agreement or any other Basic Document; (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 or
          any other Basic Document; or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Trust, the Notes or the Certificates.

      (g)      No Consents. The
          Depositor is not required to obtain the consent of any other party or any consent, license, approval, registration, authorization, or declaration of or with any governmental authority, bureau or agency in connection with the execution, delivery,
          performance, validity or enforceability of this Agreement or any other Basic Document to which it is a party that has not already been obtained.

      SECTION 6.02.      Company
          Existence.  During the term of this Agreement, the Depositor will keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and will obtain and preserve
          its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Basic Documents and each other instrument or agreement necessary or
          appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Depositor and its Affiliates will be conducted on an arm’s-length basis.

      SECTION 6.03.      Liability
          of Depositor.  The Depositor shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Depositor under this Agreement (which shall not include distributions on account of the Notes or the
          Certificates).

      SECTION 6.04.      Merger or
          Consolidation of, or Assumption of the Obligations of, Depositor.  Any Person with which the Depositor shall merge or consolidate or which the Depositor shall permit to become the successor to the Depositor’s business shall

      
        44

        
          


      

      

      

      execute an agreement of assumption of every obligation of the Depositor under this Agreement and the other Basic Documents.  Whether or
          not such assumption agreement is executed, such successor Person shall be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement.
          The Depositor shall provide prompt notice of any merger, consolidation or succession pursuant to this Section to the Owner Trustee, the Indenture Trustee, the Servicer, the Securityholders and the Rating Agencies. Notwithstanding the foregoing,
          the Depositor shall not merge or consolidate with any other Person or permit any other Person to become a successor to the Depositor’s business unless (w) immediately after giving effect to such transaction, no representation or warranty made
          pursuant to Section 3.02 or 6.01 shall have been breached (for purposes hereof, such representations and warranties shall speak as of the date of the consummation of such transaction), (x) the Depositor shall have delivered to the Owner Trustee,
          the Indenture Trustee and the Servicer an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent
          provided for in this Agreement relating to such transaction have been complied with, (y) the Rating Agency Condition shall have been satisfied with respect to each Rating Agency and (z) the Depositor shall have delivered to the Owner Trustee, the
          Indenture Trustee and the Servicer an Opinion of Counsel stating that, in the opinion of such counsel, either (A) all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary to
          preserve and protect the interest of the Trust in the Receivables and reciting the details of such filings or (B) no such action is necessary to preserve and protect such interest.

      SECTION 6.05.      Limitation
          on Liability of Depositor and Others.  The Depositor and any director, officer, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any
          Person respecting any matters arising hereunder. The Depositor shall be under no obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under this Agreement and that in its opinion may
          involve it in any expense or liability.

      SECTION 6.06.      Depositor
          May Own Securities.  The Depositor and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Securities with the same rights as it would have if it were not the Depositor or an Affiliate thereof, except
          as expressly provided herein or in any Basic Document.

      SECTION 6.07.      Depositor
          to Provide Copies of Relevant Securities Filings.  The Depositor shall provide or cause to be provided to the Servicer a copy of any document filed by the Depositor subsequent to the date hereof with the Commission pursuant to the Securities Act
          or the Exchange Act that relate specifically to the Trust, the Notes or the Certificates.

      SECTION 6.08.      Amendment
          of Depositor’s Organizational Documents.  The Depositor shall not amend its organizational documents except in accordance with the provisions thereof.

      SECTION 6.09.      Compliance
          with the FDIC Rule by the Depositor.  The Depositor shall (i) perform the covenants set forth in Article XII of the Indenture applicable to it

      
        45

        
          


      

      

      

      (including as “issuing entity”, as defined in Section 12.01(c) of the Indenture) and (ii) facilitate compliance with Article XII of the
          Indenture by the FDIC Rule Parties.

      ARTICLE VII.

          

          THE SERVICER

      SECTION 7.01.      Representations,

          Warranties and Covenants of Servicer.  The Servicer makes the following representations, warranties and covenants upon which the Issuer is deemed to have relied in acquiring the Receivables. Such representations, warranties and covenants speak as
          of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

      (a)      Organization and
          Good Standing. The Servicer is a limited liability company duly organized and validly existing under the laws of the State of Delaware. The Servicer is duly authorized to own its properties and transact its business and is in good standing in
          each jurisdiction in which the character of the business transacted by it or any properties owned or leased by it requires such authorization and in which the failure to be so authorized would have a material adverse effect on the business,
          properties, assets, or condition (financial or other) of the Servicer and its subsidiaries, considered as one enterprise. The Servicer has, and at all relevant times had, the power, authority and legal right to acquire, own, and service the
          Receivables.

      (b)      Licenses and
          Approvals. The Servicer has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so would materially and adversely affect the Servicer’s ability to acquire, own and service the Receivables.

      (c)      Power and Authority.
          The Servicer has the power and authority to execute and deliver this Agreement and the other Basic Documents to which it is a party and to carry out their respective terms; and the execution, delivery and performance of this Agreement and the
          other Basic Documents to which it is a party have been duly authorized by the Servicer by all necessary action.

      (d)      Binding Obligation.
          This Agreement and the other Basic Documents to which it is a party constitute legal, valid and binding obligations of the Servicer, enforceable against the Servicer in accordance with their respective terms, except as the enforceability thereof
          may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity whether applied in a proceeding in equity or at law.

      (e)      No Violation. The
          consummation of the transactions contemplated by this Agreement and the other Basic Documents to which it is a party and the fulfillment of their respective terms shall 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 or both) a default under, the limited liability company agreement of the Servicer, or any indenture, agreement, mortgage, deed of trust or other instrument to which the Servicer is a
          party or by which it is bound; or result in the

      
        46

        
          


      

      

      

      creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of
          trust or other instrument, other than this Agreement and the other Basic Documents, or violate any law, order, rule or regulation applicable to the Servicer of any court or federal or state regulatory body, administrative agency or other
          governmental instrumentality having jurisdiction over the Servicer or any of its properties.

      (f)      No Proceedings.
          There are no proceedings or investigations pending or, to the Servicer’s knowledge, threatened, against the Servicer before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction
          over the Servicer or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents; (ii) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this
          Agreement or any of the other Basic Documents; (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or
          any of the other Basic Documents; or (iv) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Securities.

      SECTION 7.02.      Indemnities

          of Servicer.  The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer and the representations made by the Servicer under this Agreement.

      (a)      The Servicer shall
          indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Securityholders and the Depositor and any of the officers, directors, employees and agents of the Issuer, the Depositor, the Owner Trustee and the
          Indenture Trustee from and against any and all reasonable and duly documented costs, expenses, losses, damages, claims and liabilities arising out of or resulting from the use, ownership or operation by the Servicer or any Affiliate thereof of a
          Financed Vehicle, excluding any losses incurred in connection with the sale of any repossessed Financed Vehicles in a commercially reasonable manner and in compliance with the terms of this Agreement.

      (b)      The Servicer shall
          indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, and their respective officers, directors, agents and employees, and the Securityholders, from and against any taxes that may at any time be
          asserted against any of such parties with respect to the transactions contemplated in this Agreement, including any sales, gross receipts, tangible or intangible personal property, privilege or license taxes (but not including any federal or
          other income taxes, including franchise taxes), and any reasonable costs and expenses in defending against the same.

      (c)      The Servicer shall
          indemnify, defend and hold harmless the Issuer, the Owner Trustee, the Indenture Trustee, the Depositor, the Securityholders and any of the officers, directors, employees or agents of the Issuer, the Owner Trustee, the Depositor and the Indenture
          Trustee from and against any and all reasonable and duly documented costs, expenses, losses, claims, damages and liabilities to the extent that such cost, expense, loss, claim, damage or liability arose out of, or was imposed upon any such Person
          through, the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement.

      
        47

        
          


      

      

      

      For purposes of this Section, in the event of the termination of the rights and obligations of BMW FS (or any
          successor thereto pursuant to Section 7.03) as Servicer pursuant to Section 8.02, or the resignation by such Servicer pursuant to this Agreement, such Servicer shall be deemed to be the Servicer pending appointment of a successor Servicer (other
          than the Indenture Trustee) pursuant to Section 8.03.

      Indemnification under this Section shall survive the resignation or removal of the Servicer or the termination of
          this Agreement with respect to acts of the Servicer prior thereto, and shall include reasonable fees and expenses of counsel and reasonable expenses of litigation, including but not limited to reasonable legal fees or expenses incurred by the
          Indenture Trustee in connection with any enforcement of the Servicer’s indemnification or other obligations hereunder.  If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such
          payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest.

      SECTION 7.03.      Merger or
          Consolidation of, or Assumption of the Obligations of, Servicer.  Any Person (i) into which the Servicer may be merged or consolidated, (ii) resulting from any merger or consolidation to which the Servicer shall be a party, (iii) that acquires by
          conveyance, transfer or lease substantially all of the assets of the Servicer or (iv) succeeding to the business of the Servicer, which Person shall execute an agreement of assumption to perform every obligation of the Servicer under this
          Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any paper or any further act on the part of any of the parties to this Agreement. The Servicer shall provide notice of any merger,
          consolidation or succession pursuant to this Section to the Owner Trustee, the Indenture Trustee and each Rating Agency. Notwithstanding the foregoing, the Servicer shall not merge or consolidate with any other Person or permit any other Person
          to become a successor to the Servicer’s business unless (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 7.01 shall have been breached (for purposes hereof, such representations and
          warranties shall speak as of the date of the consummation of such transaction) and no event that, after notice or lapse of time or both, would become a Servicer Termination Event shall have occurred, (ii) the Servicer shall have delivered to the
          Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent
          provided for in this Agreement relating to such transaction have been complied with and (iii) the Servicer shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel stating that either (A) all financing statements
          and continuation statements and amendments thereto have been executed and filed that are necessary to preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the assets of the Trust and reciting the details of
          such filings or (B) no such action shall be necessary to preserve and protect such interest. The Servicer shall be permitted to transfer and assign its duties and obligations under this Agreement to an affiliate that has succeeded to
          substantially all of the assets and liabilities of the Servicer in connection with a reorganization of the Servicer; provided that the resulting entity represents and warrants that it is not less creditworthy than the Servicer immediately prior
          to such reorganization.

      SECTION 7.04.      Limitation
          on Liability of Servicer and Others.

      
        48

        
          


      

      

      

      (a)      Neither the Servicer
          nor any of its directors, officers, employees or agents shall be under any liability to the Issuer, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders or the Certificateholders, except as provided in this Agreement, for any
          action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any liability that would otherwise
          be imposed by reason of a breach of this Agreement or willful misfeasance, bad faith or negligence in the performance of duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. The
          Servicer and any director, officer, employee or agent of the Servicer may conclusively rely in good faith on the written advice of counsel or on any document of any kind prima facie properly executed and submitted by any Person respecting any
          matters arising under this Agreement.  The Servicer shall be under no obligation to appear in, prosecute or defend any legal action that is not incidental to the Servicer’s servicing responsibilities. The Servicer may, however, undertake any
          reasonable action that it may deem necessary or desirable in respect of this Agreement with respect to the rights and duties of the parties to this Agreement and the interests of the Noteholders under this Agreement.  In that event, the legal
          expenses and costs of that action and any liability resulting from that course of action will be expenses, costs and liabilities of the Servicer, and the Servicer will not be entitled to be reimbursed for those costs and liabilities.

      (b)      The parties
          expressly acknowledge and consent to the Indenture Trustee simultaneously acting in the capacity of successor Servicer and Indenture Trustee. The Indenture Trustee may, in such capacities, discharge its separate functions fully, without hindrance
          or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by the Indenture Trustee of express duties set forth in this
          Agreement in any of such capacities.

      SECTION 7.05.      Appointment

          of Subservicer or Subcontractor.

      (a)      The Servicer may at any time appoint a subservicer to perform all or any portion of its obligations as Servicer hereunder;
          provided, however, that the Servicer shall remain obligated and be liable to the Issuer, the Owner Trustee, the Indenture Trustee and the Securityholders for the servicing and administering of the Receivables in accordance with the provisions
          hereof without diminution of such obligation and liability by virtue of the appointment of such subservicer and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Receivables.
          The fees and expenses of any subservicer shall be as agreed between the Servicer and such subservicer from time to time, and none of the Owner Trustee, the Indenture Trustee, the Issuer or the Securityholders shall have any responsibility
          therefor.

       

        

      (b)      The Servicer shall cause any Subservicer used by the Servicer (or by any Subservicer) for the benefit of the Issuer to comply
          with the reporting and compliance provisions of this Agreement to the same extent as if such Subservicer were the Servicer, and to provide the information required with respect to such Subservicer as is required to file all required reports with
          the Commission.  The Servicer shall be responsible for obtaining from each Subservicer and delivering to the Issuer and the Administrator any servicer compliance statement required to be delivered by such Subservicer under Section 4.10, any
          assessment of compliance and

      
        49

        
          


      

      

      

      accountants’ attestation required to be delivered by such Subservicer under Section 4.11 and any certification required to be delivered to the Person that
          will be responsible for signing the Sarbanes Certification under Section 4.11(a)(iv) as and when required to be delivered.

      

      

      (c)      The Servicer shall promptly upon request provide to the Issuer or the Administrator, acting on behalf of the Issuer, a written
          description (in form and substance satisfactory to the Issuer and the Administrator) of the role and function of each Subcontractor utilized by the Servicer or any Subservicer, specifying (i) the identity of each such Subcontractor, (ii) which,
          if any, of such Subcontractors are “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and (iii) which, if any, elements of the Servicing Criteria will be addressed in assessments of compliance provided by
          each Subcontractor identified pursuant to clause (ii) of this paragraph.

      

      

            As a condition to the utilization of any Subcontractor determined to be “participating in the servicing function” within the
          meaning of Item 1122 of Regulation AB, the Servicer shall cause any such Subcontractor used by the Servicer (or by any Subservicer) for the benefit of the Issuer and the Depositor to comply with the reporting and compliance provisions of this
          Agreement to the same extent as if such Subcontractor were the Servicer.  The Servicer shall be responsible for obtaining from each Subcontractor and delivering to the Issuer and the Administrator any assessment of compliance and attestation
          required to be delivered by such Subcontractor, in each case as and when required to be delivered.

      

      

      SECTION 7.06.      Servicer
          Not to Resign.

      (a)      Subject to the
          provisions of Section 7.03, the Servicer shall not resign from the obligations and duties imposed on it by this Agreement as Servicer except upon a determination that the performance of its duties under this Agreement shall no longer be
          permissible under applicable law.

      (b)      Notice of any
          determination that the performance by the Servicer of its duties hereunder is no longer permitted under applicable law shall be communicated to the Owner Trustee and the Indenture Trustee at the earliest practicable time (and, if such
          communication is not in writing, shall be confirmed in writing at the earliest practicable time) and any such determination shall be evidenced by an Opinion of Counsel to such effect delivered by the Servicer to the Owner Trustee and the
          Indenture Trustee concurrently with or promptly after such notice. No resignation of the Servicer shall become effective until a successor Servicer has assumed the responsibilities and obligations of the resigning Servicer in accordance with
          Section 8.03. If no Servicer has been appointed within thirty (30) days of resignation or removal, or the date upon which any regulatory authority requires such resignation, the Indenture Trustee may petition any court of competent jurisdiction
          for such appointment.

      SECTION 7.07.      Servicer
          May Own Securities.  The Servicer, and any Affiliate of the Servicer, may, in its individual or any other capacity, become the owner or pledgee of Securities with the same rights as it would have if it were not the Servicer or an Affiliate
          thereof, except as expressly provided herein or in any Basic Document. Except as set forth herein or in the other Basic Documents, Securities so owned by or pledged to Servicer or any such Affiliate shall have an equal and proportionate benefit
          under the provisions of this

      
        50

        
          


      

      

      

      Agreement and the other Basic Documents, without preference, priority, or distinction as among all of the Securities of the same class.

      SECTION 7.08.      Information

          to be Provided by the Servicer.

      (a)      At the request of the Administrator, acting on behalf of the Issuer, for the purpose of satisfying its reporting obligation
          under the Exchange Act with respect to any class of asset-backed securities, the Servicer shall (or shall cause each Subservicer to) (i) notify the Issuer and the Administrator in writing of any material litigation or governmental proceedings
          pending against the Servicer or any Subservicer and (ii) provide to the Issuer and the Administrator a description of such proceedings.

      
        

        

        

      (b)      As a condition to the succession to the Servicer or any Subservicer as servicer or subservicer under this Agreement by any
          Person (i) into which the Servicer or such Subservicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer or any Subservicer, the Servicer shall provide, at least ten (10) Business Days prior to the
          effective date of such succession or appointment, (x) written notice to the Issuer, the Depositor and the Administrator of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Issuer, the
          Depositor and the Administrator, all information reasonably requested by the Issuer, the Depositor or the Administrator, acting on behalf of the Issuer, in order to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to
          any class of asset-backed securities.

       

        

      (c)      In addition to such information as the Servicer, as servicer, is obligated to provide pursuant to other provisions of this
          Agreement, if so requested by the Issuer or the Administrator, acting on behalf of the Issuer, the Servicer shall provide such information regarding the performance or servicing of the Receivables as is reasonably required to facilitate
          preparation of distribution reports in accordance with Item 1121 of Regulation AB.  Such information shall be provided concurrently with the monthly reports otherwise required to be delivered by the Servicer under this Agreement, commencing with
          the first such report due not less than ten (10) Business Days following such request. 

      

      

      SECTION 7.09.      Remedies.

      (a)      The Servicer shall be liable to the Issuer, the Administrator and the Depositor for any monetary damages incurred as a result of
          the failure by the Servicer, any Subservicer or any Subcontractor to deliver any information, report, certification, attestation, accountants’ letter or other material when and as required under Article IV and this Article VII, including any
          failure by the Servicer to identify any Subcontractor “participating in the servicing function” within the meaning of Item 1122 of Regulation AB, and shall reimburse the applicable party for all costs reasonably incurred by each such party in
          order to obtain the information, report, certification, accountants’ letter or other material not delivered as required by the Servicer, any Subservicer, or any Subcontractor.

      

      

      (b)      The Servicer shall promptly reimburse the Issuer and the Administrator for all reasonable expenses incurred by the Issuer or
          Administrator in connection with the termination of the Servicer as servicer and the transfer of servicing of the Receivables to a successor servicer.

      
        51

        
          


      

      

      

      The provisions of this paragraph shall not limit whatever rights the Issuer or Administrator may have under other provisions of this Agreement or otherwise,
          whether in equity or at law, such as an action for damages, specific performance or injunctive relief.

      

      

      SECTION 7.10.      Compliance
          with the FDIC Rule by the Servicer.  The Servicer shall (i) perform the covenants set forth in Article XII of the Indenture applicable to it and (ii) facilitate compliance with Article XII of the Indenture by the FDIC Rule Parties.

      

      

      ARTICLE VIII.

          

          DEFAULT

      SECTION 8.01.      Servicer
          Termination Events.  For purposes of this Agreement, the occurrence and continuance of any of the following shall constitute a “Servicer Termination Event”:

      (a)      any failure by the
          Servicer to deposit into the Collection Account any proceeds or payment required to be so delivered under the terms of this Agreement that continues unremedied for a period of five (5) Business Days after written notice is received by the
          Servicer or after discovery of such failure by a Responsible Officer of the Servicer;

      (b)      failure on the part
          of the Servicer duly to observe or perform, in any material respect, any covenants or agreements of the Servicer set forth in this Agreement (other than any covenant or agreement under Section 7.10), which failure (i) materially and adversely
          affects the rights of the Noteholders and (ii) continues unremedied for a period of sixty (60) days after discovery of such failure by a Responsible Officer of the Servicer or after the date on which written notice of such failure requiring the
          same to be remedied shall have been given to the Servicer by any of the Owner Trustee, the Indenture Trustee or Noteholders evidencing not less than 50% of the Outstanding Amount of the Notes; or

      (c)      the occurrence of an
          Insolvency Event with respect to the Servicer.

      Notwithstanding the foregoing, a delay in or failure of performance referred to under clause (a) for a period of
          forty-five (45) days or under clause (b) for a period of ninety (90) days, will not constitute a Servicer Termination Event if that failure or delay was caused by Force Majeure or other similar occurrence.

      SECTION 8.02.      Consequences

          of a Servicer Termination Event.

      (a)      If a Servicer
          Termination Event shall occur, the Indenture Trustee may, and at the direction of Noteholders evidencing at least 50% of the Outstanding Amount of the Notes, shall, terminate all of the rights and obligations of the Servicer under this Agreement
          by notice in writing to the Servicer.

      On or after the receipt by the Servicer of such written notice, all authority, power, obligations and
          responsibilities of the Servicer under this Agreement automatically shall pass to,

      
        52

        
          


      

      

      

      be vested in and become obligations and responsibilities of the Indenture Trustee, as successor servicer, subject to Section 8.03;
          provided, however, that such successor Servicer shall have no liability with respect to any obligation that was required to be performed by the terminated Servicer prior to the date that such successor Servicer becomes the Servicer or any claim
          of a third party based on any alleged action or inaction of the terminated Servicer.  The successor Servicer is authorized and empowered by this Agreement to execute and deliver, on behalf of the terminated Servicer, as attorney-in-fact or
          otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the
          Receivables and related documents to show the Indenture Trustee as lienholder or secured party on the related certificates of title of the Financed Vehicles or otherwise.

      (b)      All reasonable costs
          and expenses (including attorneys’ fees) incurred in connection with transferring the servicing duties to the successor Servicer (including any such transfer effected in accordance with Section 3.08) and amending this agreement to reflect such
          succession as Servicer, shall be paid by the predecessor Servicer (or, if the predecessor Servicer is the Indenture Trustee acting in such capacity pursuant to Section 8.03(a), shall be an expense reimbursable to the Indenture Trustee by the
          Issuer).

      (c)      The predecessor
          Servicer shall be entitled to receive all accrued and unpaid Servicing Fees, including reimbursement for Advances made in respect of the Receivables, through and including the effective date of the termination of the predecessor Servicer.

      (d)      The predecessor
          Servicer shall cooperate with the Indenture Trustee and any successor Servicer in effecting the termination of the predecessor Servicer’s responsibilities and rights hereunder including, without limitation, providing the Indenture Trustee and
          successor Servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to perform the Servicer’s functions hereunder and the transfer to the Indenture Trustee or such successor Servicer,
          as applicable, all amounts which shall at the time or thereafter be or should have been deposited by the predecessor Servicer in the Collection Account and any other Trust Account maintained with respect to the Securities.   None of the
          responsibilities, duties and liabilities of the predecessor Servicer will transfer to the Indenture Trustee, as successor Servicer, until the Indenture Trustee has received all documentation and data necessary to effect the transfer of the
          predecessor Servicer’s obligations to the Indenture Trustee.  Neither the Indenture Trustee nor any other successor Servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution
          hereunder or any portion thereof caused by (i) the failure of the predecessor Servicer to deliver, or any delay by the predecessor Servicer in delivering, cash, documents or records to it, (ii) the failure of the predecessor Servicer to cooperate
          or (iii) restrictions imposed by any regulatory authority having jurisdiction over the predecessor Servicer.

      (e)      The successor
          Servicer will not be responsible for delays attributable to the predecessor Servicer’s failure to deliver information, defects in the information supplied by the predecessor Servicer or other circumstances beyond the control of the successor
          Servicer.

      
        53

        
          


      

      

      

      (f)      The successor
          Servicer will make arrangements with the predecessor Servicer for the prompt and safe transfer of, and the predecessor Servicer shall provide to the successor Servicer, all necessary servicing files and records held by the predecessor Servicer
          with respect to the Receivables including the Receivable Files and a computer tape in readable form as of the most recent Business Day containing all information necessary to enable the successor Servicer to service the Receivables. The
          predecessor Servicer shall be obligated to pay the reasonable costs associated with the transfer of the servicing files and records to the successor Servicer; provided, that if the predecessor Servicer is the Indenture Trustee acting in such
          capacity pursuant to Section 8.03(a), such costs shall be an expense reimbursable to the Indenture Trustee by the Issuer.

      (g)      The successor
          Servicer shall have no responsibility and shall not be in default hereunder nor incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties if any such failure or delay results from the successor
          Servicer acting in accordance with information prepared or supplied by a person other than the successor Servicer or the failure of any such person to prepare or provide such information. The successor Servicer shall have no responsibility, shall
          not be in default hereunder and shall incur no liability (i) for any act or failure to act by any third party, including the predecessor Servicer, the Issuer, the Owner Trustee or the Indenture Trustee or for any inaccuracy or omission in a
          notice or communication received by the successor Servicer from any third party or (ii) for any act or failure to act which is due to or results from the invalidity or unenforceability of any Receivable under applicable law or the breach or the
          inaccuracy of any representation or warranty made with respect to any Receivable.

      SECTION 8.03.      Appointment

          of Successor Servicer.

      (a)      On and after the
          time the Servicer receives a notice of termination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer
          under this Agreement and shall be subject to all the rights, responsibilities, restrictions, duties, liabilities and termination provisions relating to the Servicer under this Agreement, except as otherwise stated herein. The Depositor, the
          Issuer, the Indenture Trustee and such successor Servicer shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If a successor Servicer (including the Indenture Trustee in such capacity)
          is acting as Servicer hereunder, it shall be subject to termination under Section 8.02 upon the occurrence of any Servicer Termination Event after its appointment as successor Servicer.

      (b)      On and after the
          time the Servicer receives a notice of termination pursuant to Section 8.02 or upon the resignation of the Servicer pursuant to Section 7.06, or if the Indenture Trustee is legally unable or unwilling to act as Servicer, the Indenture Trustee or
          Noteholders evidencing at least 50% of the Outstanding Amount of the Notes may exercise at any time their right to appoint a successor to the Servicer, and shall have no liability to the Owner Trustee, the Indenture Trustee, the Servicer, the
          Depositor, any Noteholders, any Certificateholders or any other Person if they do so.  Notwithstanding the above, if the Indenture Trustee shall be legally unable or unwilling to act as Servicer, the Indenture Trustee, the Issuer or Noteholders
          evidencing at least 50% of the Outstanding Amount of the Notes may petition a

      
        54

        
          


      

      

      

      court of competent jurisdiction to appoint any Eligible Servicer as the successor to the Servicer. Pending appointment pursuant to the
          preceding sentence, the Indenture Trustee shall act as successor Servicer unless it is legally unable to do so, in which event the outgoing Servicer shall continue to act as Servicer until a successor has been appointed and accepted such
          appointment.

      (c)      Upon appointment,
          the successor Servicer shall be the successor in all respects to the predecessor Servicer and shall be subject to all the responsibilities, duties and liabilities of the Servicer arising thereafter and shall be entitled to the Servicing Fee and
          all the rights granted to the predecessor Servicer by the terms and provisions of this Agreement.  Each successor Servicer shall be obligated to provide to BMW FS by electronic means, at least five (5) Business Days prior to each Payment Date,
          certain information with respect to each Receivable as may be requested by BMW FS.

      SECTION 8.04.      Notification

          to Securityholders.  Upon any Servicer Termination Event and termination of, or appointment of a successor to, the Servicer pursuant to this Article VIII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders, the
          Certificateholders, the Owner Trustee and the Administrator, and the Administrator shall make such notice available to each Rating Agency.

      SECTION 8.05.      Waiver of
          Past Defaults.  Noteholders evidencing not less than a majority of the Outstanding Amount of the Notes may, on behalf of all Securityholders, waive in writing any default by the Servicer in the performance of its obligations hereunder and its
          consequences, except a default in making any required deposits to or payments from any of the Trust Accounts in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer
          Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto.

      ARTICLE IX.

          

          TERMINATION

      SECTION 9.01.      Optional
          Purchase of All Receivables.

      (a)      On the Payment Date
          following the last day of a Collection Period as of which the Pool Balance is equal to or less than [__]% of the Initial Pool Balance and on each Payment Date thereafter, the Servicer shall have the option to purchase the Receivables from the
          Trust. Upon providing twenty (20) days’ prior notice of the redemption of the Notes to the Indenture Trustee pursuant to Section 10.01 of the Indenture, the Servicer shall deposit to the Note Distribution Account on the Business Day preceding the
          Redemption Date an amount equal to the Redemption Price and shall succeed to all interests in and to the Receivables.  The exercise of such option shall effect a retirement, in whole but not in part, of all outstanding Notes.

      (b)      As described in
          Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Servicer to the Owner Trustee and the Indenture Trustee as soon as practicable after the Servicer has received notice thereof.

      
        55

        
          


      

      

      

      (c)      Following the
          satisfaction and discharge of the Indenture and the payment in full of the principal of and interest on the Notes, the Certificateholders will succeed to the rights of the Noteholders hereunder and the Owner Trustee will succeed to the rights of,
          and assume the obligation to make payments to Certificateholders of, the Indenture Trustee pursuant to this Agreement.

      ARTICLE X.

          

      

      MISCELLANEOUS

      SECTION 10.01.      Amendment.

      (a)      This Agreement may
          be amended by the Depositor, the Servicer, the Indenture Trustee and the Issuer, 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 amendment
          shall not, as evidenced by an Opinion of Counsel delivered to the Owner Trustee and the Indenture Trustee, adversely affect in any material respect the interests of any Noteholder or Certificateholder; provided, further, that such amendment shall
          be deemed not to adversely affect in any material respect the interests of any Noteholder or Certificateholder and no Opinion of Counsel to that effect shall be required if the Rating Agency Condition is satisfied with respect to each Rating
          Agency.

      (b)      This Agreement may
          also be amended from time to time by the Depositor, the Servicer and the Issuer, with the prior written consent of the Indenture Trustee and Noteholders holding not less than a majority of the Outstanding Amount of the Notes and the Holders (as
          defined in the Trust Agreement) of outstanding Certificates evidencing not less than a majority of the Certificate Percentage Interest, 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 Securityholders (including to change the manner in which the Reserve Account is funded or to eliminate the Reserve Account, to change any other form of credit enhancement or to change
          the remittance schedule for depositing amounts to the Trust Accounts); provided, however, that no such amendment shall (i) 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 or in respect of the Securityholders or (ii) reduce the aforesaid percentage of the Outstanding Amount of the Notes and the Certificate Percentage Interest, the
          Securityholders of which are required to consent to any such amendment, without the consent of the Noteholders holding all Outstanding Notes and Certificateholders holding all outstanding Certificates.

                  (c)      This Agreement may be amended from time to time by the parties hereto to amend the definition of Target
          Overcollateralization Amount or to amend the definition of Reserve Account Required Amount or change the manner in which the Reserve Account is funded; provided, that the Rating Agency Condition is satisfied with respect to each Rating

      
        56

        
          


      

      

      

      Agency, and provided the requisite Noteholders and Certificateholders have consented to such amendment as provided in subsection (b)
          above.

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

      It shall not be necessary for the consent of Securityholders 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.

      Prior to the execution of any amendment to this Agreement, the Owner Trustee, on behalf of the Issuer, and the
          Indenture 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, and that all conditions precedent thereto have been met, and the Opinion
          of Counsel referred to in Section 10.02(i). The Owner Trustee, on behalf of the Issuer, and the Indenture Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee’s or the Indenture Trustee’s, as
          applicable, own rights, duties or immunities under this Agreement or otherwise.  Any amendment affecting the rights, duties, immunities or liabilities of the Owner Trustee shall require the Owner Trustee’s written consent.

      SECTION 10.02.      Protection

          of Title to Trust.

      (a)      The Servicer shall
          execute and file such financing statements and cause to be executed and filed such continuation statements, all in such a manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Issuer and
          the Indenture Trustee in the Conveyed Assets. The Servicer shall deliver or cause to be delivered to the Owner Trustee and the Indenture Trustee file-stamped copies of, or filing receipts for, any document filed as provided above as soon as
          available following such filing.

      (b)      Neither the
          Depositor nor the Servicer shall change its name or structure in any manner that would, could or might make any financing statement or continuation statement filed in accordance with paragraph (a) above seriously misleading within the meaning of
          Section 9-507 of the UCC, unless it shall have given the Owner Trustee and the Indenture Trustee at least five (5) days’ prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing
          statements or continuation statements.

      (c)      Each of the
          Depositor and the Servicer shall have an obligation to give the Owner Trustee and the Indenture Trustee at least five (5) Business Days’ prior written notice of (i) the Depositor or the Servicer becoming organized under the laws of any additional
          jurisdiction or (ii) any change of its jurisdiction of organization (within the meaning of the UCC) if, as a result of such change, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing
          or continuation statement or of any new financing statement, and shall promptly file any such amendment and/or new financing statement. The Servicer shall at all times maintain each office from which it shall service Receivables, and its chief
          executive office, within the United States of America.

      
        57

        
          


      

      

      

      (d)      The Servicer shall
          maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) a person adequately trained in the use of the Servicer’s data system to know at any time the status of each such Receivable, including payments
          and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on or with respect to each such Receivable and the amounts from time to time deposited in the Collection Account in respect of
          each such Receivable.

      (e)      The Servicer shall
          maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables, the Servicer’s master computer records (including any backup archives) that refer to a Receivable shall be coded to reflect that such
          Receivable is part of the portfolio of Receivables that is the subject of this Agreement and is held by the Indenture Trustee for BMW Vehicle Owner Trust 20[__]-[__]. The Servicer shall at all times maintain control of the Receivables
          constituting electronic chattel paper. Indication of such Receivable’s inclusion in the portfolio shall be deleted from or modified on the Servicer’s computer systems when, and only when, the related Receivable shall have been paid in full or
          repurchased.

      (f)      If at any time the
          Depositor or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in motor vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective
          purchaser, lender or other transferee computer tapes, records or printouts (including any restored from backup archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been
          sold and is owned by the Issuer and has been pledged to the Indenture Trustee.

      (g)      The Servicer shall
          permit the Indenture Trustee and its agents upon reasonable notice and at any time during normal business hours, which does not unreasonably interfere with the Servicer’s normal operations or customer or employee relations, to inspect, audit and
          make copies of and abstracts from the Servicer’s records regarding any Receivable.

      (h)      Upon request, the
          Servicer shall furnish to the Owner Trustee or the Indenture Trustee, within fifteen (15) Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such
          list to the Schedule of Receivables and to each of the Servicer’s Certificates furnished prior to such request indicating removal of Receivables from the Trust.

      (i)      The Servicer shall
          deliver to the Owner Trustee and the Indenture Trustee promptly after the execution and delivery of this Agreement and each amendment hereto, an Opinion of Counsel stating that, in the opinion of such counsel, either (i) all financing statements
          and continuation statements have been executed and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee in the Conveyed Assets, and reciting the details of such filings or referring to prior
          Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to preserve and protect such interest. Each Opinion of Counsel referred to in clause (i) or (ii) of this paragraph shall specify any action necessary
          (as of the date of such opinion) to be taken in the following years to preserve and protect such interest.

      
        58

        
          


      

      

      

      SECTION 10.03.      Notices. 
          All demands, notices, communications and instructions upon or to the Depositor, the Servicer, the Sellers, the Administrator, the Custodian, the Issuer, the Owner Trustee, the Indenture Trustee or any Rating Agency under this Agreement shall be
          in writing, personally delivered, faxed and followed by first class mail, or mailed by certified mail, return receipt requested, and shall be deemed to have been duly given upon receipt (a) in the case of the Depositor, 300 Chestnut Ridge Road,
          Woodcliff Lake, New Jersey 07677, Attention: Vice President-Finance & CFO; (b) in the case of the Servicer, BMW FS, the Administrator and the Custodian, 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677, Attention: Vice
          President-Finance & CFO; (c) in the case of BMW Bank, 2735 East Parleys Way, Suite 301, Salt Lake City, Utah 84109, Attn: Treasurer; (d) in the case of the Indenture Trustee, to [__________], [_________], [_________], Attn: [_________]; (e)
          in the case of the Issuer or the Owner Trustee, to the Corporate Trust Administration Department (as defined in the Trust Agreement); (f) in the case of [_________], to [_________], Attention: [_________], Email: [_________]; and (g) in the case
          of [_________], to [_________], Email: [_________], Fax: [_________], Attention: [_________]; or, as to each of the foregoing, at such other address as shall be designated by written notice to the other parties.

      SECTION 10.04.      Assignment

          by the Depositor or the Servicer.  Notwithstanding anything to the contrary contained herein, except as provided in Sections 6.04 and 7.03 herein and as provided in the provisions of this Agreement concerning the resignation of the Servicer, this
          Agreement may not be assigned by the Depositor or the Servicer.

      SECTION 10.05.      Limitations

          on Rights of Others.  The provisions of this Agreement are solely for the benefit of the Depositor, the Servicer, the Custodian, the Administrator, the Issuer, the Owner Trustee, the Certificateholders, 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 10.06.      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 10.07.      Counterparts. 

          This Agreement may be executed by the parties hereto in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute but one and the same instrument.

      SECTION 10.08.      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 10.09.      Governing
          Law.  THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS

      
        59

        
          


      

      

      

      (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
          PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            FOR PURPOSES OF THE UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES INTERMEDIARY’S JURISDICTION, AND THE LAW OF THE STATE OF
          NEW YORK SHALL GOVERN ALL ISSUES SPECIFIED IN ARTICLE 2(1) OF THE HAGUE SECURITIES CONVENTION.  THE PARTIES WILL NOT AGREE TO AMEND THIS AGREEMENT TO CHANGE THE GOVERNING LAW TO ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.

      SECTION 10.10.      Assignment

          by Issuer.  The Depositor hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right,
          title and interest of the Issuer in, to and under the Conveyed Assets or the assignment of any or all of the Issuer’s rights and obligations hereunder to the Indenture Trustee.

      SECTION 10.11.      Nonpetition

          Covenants.  Notwithstanding any prior termination of this Agreement, the parties hereto hereby covenant and agree that they will not, at any time, petition or otherwise invoke or cause the Issuer or the Depositor to invoke the process of any
          court or government authority for the purpose of commencing or sustaining a case against the Issuer or the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee,
          custodian, sequestrator or other similar official of the Issuer or the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Issuer or the Depositor.

      SECTION 10.12.      Limitation

          of Liability of Owner Trustee and Indenture Trustee.

      (a)      It is expressly
          understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by [_________], not individually or personally but solely as Owner Trustee of BMW Vehicle Owner Trust 20[__]-[__], in the exercise of the powers and
          authority conferred and vested in it, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by [_________] but is made
          and intended for the purpose for binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on [_________], individually or personally, to perform any covenant either expressed or implied contained herein,
          all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) [_________] has made no investigation as to the accuracy or completeness of any representations and
          warranties made by the Issuer in this Agreement and (e) under no circumstances shall [_________] be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation,
          representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents.

      (b)      Notwithstanding
          anything contained herein to the contrary, this Agreement has been executed by [__________], not in its individual capacity but solely as

      
        60

        
          


      

      

      

      Indenture Trustee, and in no event shall [__________] have any liability for the representations, warranties, covenants, agreements or
          other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer in accordance with the priorities set forth
          herein.  For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuer hereunder, the Indenture Trustee shall be subject to, and entitled to the
          benefits of, the terms and provisions of Articles VI of the Indenture.

      SECTION 10.13.      Depositor
          Payment Obligation.  The Depositor shall be responsible for the payment of all fees and expenses, if any, of the Issuer, the Owner Trustee and the Indenture Trustee, as applicable, paid by any of them in connection with any of their obligations
          under the Basic Documents to obtain or maintain or monitor the renewal of any required license of the Trust under the Pennsylvania Motor Vehicle Sales Finance Act and the Maryland Code Financial Institutions, Title 11, Subtitle 4.

      SECTION 10.14.      Intent of
          the Parties; Reasonableness.  The Servicer, Sponsor and Issuer acknowledge and agree that the purpose of Sections 4.11 and 7.05 of this Agreement is to facilitate compliance by the Issuer and the Depositor with the provisions of Regulation AB and
          related rules and regulations of the Commission.

      None of the Sponsor, the Administrator nor the Issuer shall exercise its right to request delivery of information or other performance
          under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure
          comparable to that required under the Securities Act).  The Servicer acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff,
          consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Issuer or the Administrator in good faith for delivery of information under these provisions on
          the basis of evolving interpretations of Regulation AB.  In connection with this transaction, the Servicer shall cooperate fully with the Administrator and the Issuer
            to deliver to the Administrator or Issuer, as applicable (including any of its assignees or designees), any and all statements, reports, certifications, records and any other information necessary in the good faith determination of the Issuer
            or the Administrator to permit the Issuer or Administrator (acting on behalf of the Issuer) to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, any Subservicer and the Receivables, or the
            servicing of the Receivables, reasonably believed by the Issuer or the Administrator to be necessary in order to effect such compliance.

      

      

      The Issuer and the Administrator (including any of its assignees or designees) shall cooperate with the Servicer by
          providing timely notice of requests for information under these provisions and by reasonably limiting such requests to information required, in the reasonable judgment or the Issuer or the Administrator, as applicable, to comply with Regulation
          AB.

      

      

      SECTION 10.15.      Regulation

          RR Risk Retention.  BMW FS, as “sponsor” within the meaning of Regulation RR, shall cause the Depositor and BMW Bank to retain the

      
        61

        
          


      

      

      

      [“eligible horizontal residual interest”][ “eligible vertical residual interest”] (as defined by Regulation RR (the
          “Retained Interest”)) on the Closing Date and BMW FS will comply, and will cause the Depositor, BMW Bank and each Affiliate of BMW FS to comply, with Regulation RR and will not, and will cause the Depositor, BMW Bank and each Affiliate of BMW FS
          not to sell, transfer, finance or hedge the Retained Interest except as permitted by Regulation RR.  This Section 10.15 shall survive the termination of this Agreement, and any resignation by, or termination of, BMW FS in its capacity as Servicer
          hereunder.

      ARTICLE XI.

          

      

      ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION

      SECTION 11.01.      Asset
          Representations Review.

      (a)      Upon the occurrence
          of a Delinquency Trigger with respect to any Collection Period, the Servicer will promptly send to the Administrator and the Indenture Trustee a notice describing the occurrence of the Delinquency Trigger, and including reasonably detailed
          calculations thereof.

      (b)      If the Indenture
          Trustee notifies the Servicer pursuant to Section 13.02 of the Indenture that sufficient Noteholders have voted within the required time to initiate an Asset Representations Review of all ARR Receivables by the Asset Representations Reviewer
          pursuant to the Asset Representations Review Agreement, then the Servicer shall:

      (i)      promptly

          (but in no case later than ten (10) Business Days of receipt by the Servicer of such notice) notify the Asset Representations Reviewer and the Indenture Trustee of the number and identity of the ARR Receivables;

      (ii)      within

          sixty (60) days after receipt by the Servicer of such notice from the Indenture Trustee, render reasonable assistance, including granting access to copies of any underlying documents and Receivable Files and all other relevant documents, to the
          Asset Representations Reviewer to facilitate the performance of a review of all ARR Receivables, pursuant to Section 3.05 of the Asset Representations Review Agreement, in order to verify compliance with the representations and warranties made by
          the applicable Seller in the applicable Receivables Purchase Agreement; and

      (iii)      provide

          such other reasonable assistance to the Asset Representations Reviewer as it requests in order to facilitate its Asset Representations Review of the ARR Receivables pursuant to the Asset Representations Review Agreement.

      (c)      Upon receipt by the
          Servicer of a Review Report from the Asset Representations Reviewer pursuant to Section 3.08 of the Asset Representations Review Agreement, the Servicer will forward a copy of such Review Report to the related Seller or Sellers and direct such
          Seller or Sellers (i) to promptly evaluate whether any ARR Receivable should be repurchased as a result of a breach of any representation or warranty made by such

      
        62

        
          


      

      

      

      Seller in the related Receivables Purchase Agreement and (ii) provide a report to the Servicer and the Indenture Trustee of its
          determinations with respect thereto.  Prior to the provision of any such Review Report to a Noteholder or Note Owner, the Servicer shall ensure and, upon request of the Indenture Trustee, shall certify to the Indenture Trustee, that the Review
          Report contains no Personally Identifiable Information (as defined in the Asset Representations Review Agreement).

      (d)      The Servicer may
          redact any materials provided to the Asset Representations Reviewer in order to remove any personally identifiable customer information.  Except for the measure described in the immediately preceding sentence, the Servicer will use commercially
          reasonable efforts not to change the meaning of such materials or their usefulness to the Asset Representations Reviewer in connection with its review pursuant to Section 3.05 of the Asset Representations Review Agreement.

      SECTION 11.02.      Dispute
          Resolution.

      (a)      If the Depositor,
          the Issuer, the Servicer or the Indenture Trustee (solely at the direction of any Noteholder or Verified Note Owner) requests (as permitted by Section 13.03 of the Indenture, and by written notice to the Sellers), or if any Noteholder or Verified
          Note Owner requests (by written notice to the Indenture Trustee or the Seller[s]) (any such party making a request, the “Requesting Party”), that a Receivable be repurchased due to an alleged breach of a representation and warranty made by the
          Seller[s] pursuant to Section 3.02(b) of the applicable Receivables Purchase Agreement, the Servicer and the related Seller will evaluate any such request, and if the request has not been fulfilled or otherwise resolved to the reasonable
          satisfaction of the Requesting Party within 180 days of the receipt of such request by the related Seller[s], as applicable, (which, if sent by a Noteholder or Verified Note Owner to the Indenture Trustee, will be forwarded to the related
          Seller[s]), then the Requesting Party will have the right to refer the matter, at its discretion, to either mediation (including non-binding arbitration) or third-party binding arbitration pursuant to this Section 11.02.  Dispute resolution to
          resolve repurchase requests will be available regardless of whether Noteholders and Verified Note Owners voted to direct an Asset Representations Review or whether the Delinquency Trigger occurred.  The Servicer will direct the Indenture Trustee
          to, and the Indenture Trustee will, notify the Requesting Party of the date when the 180-day period ends without resolution by the appropriate party and that such Requesting Party has to provide notice to the related Seller and the Servicer of
          its intention to refer the matter to mediation, to refer the matter to arbitration, or to institute a legal proceeding within thirty (30) days after the delivery of such notice of the end of the 180-day period.  For the avoidance of doubt, the
          Indenture Trustee shall be under no obligation to monitor repurchase activity or to independently determine whether a repurchase request remains unresolved at the end of the related 180-day period.  The related Seller agrees to participate in the
          resolution method selected by the Requesting Party.

      (b)      If the Requesting
          Party selects mediation (including non-binding arbitration) as the resolution method, the following provisions will apply:

      (i)      The

          mediation will be administered by JAMS pursuant to its mediation procedures in effect at the time of the proceeding.

      
        63

        
          


      

      

      

      (ii)      The

          mediator will be impartial, knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience and who will be appointed from a list of neutrals
          maintained by JAMS.  Upon being supplied a list of at least 10 potential mediators by JAMS, each of the applicable Seller and the Requesting Party will have the right to exercise two peremptory challenges within fourteen (14) days and to rank the
          remaining potential mediators in order of preference.  JAMS will select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

      (iii)      The

          applicable Seller and the Requesting Party will use commercially reasonable efforts to begin the mediation within thirty (30) days of the selection of the mediator and to conclude the mediation within sixty (60) days of the start of the
          mediation.

      (iv)      The

          fees and expenses of the mediation will be allocated as mutually agreed by the applicable Seller and the Requesting Party as part of the mediation.

      (c)      If the Requesting
          Party selects binding arbitration as the resolution method, the following provisions will apply:

      (i)      The

          arbitration will be administered by the AAA pursuant its Arbitration Rules in effect on the date of such arbitration.

      (ii)      The

          arbitral panel will consist of three members, (i) one to be appointed by the Requesting Party within five (5) Business Days of providing notice to the related Seller of its selection of arbitration, (ii) one to be appointed by the related Seller
          within five (5) Business Days of that appointment and (iii) the third, who will preside over the panel, to be chosen by the two party-appointed arbitrators within five (5) Business Days of the second appointment.  If any party fails to appoint an
          arbitrator or the two party-appointed arbitrators fail to appoint the third within the stated time periods, then the appointments will be made by the AAA pursuant to the Arbitration Rules.  In each such case, each arbitrator will be impartial,
          knowledgeable about and experienced with the laws of the State of New York and an attorney specializing in commercial litigation with at least 15 years of experience.

      (iii)      Each

          arbitrator will be independent and will abide by the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the proceeding.  Prior to accepting an appointment, each arbitrator must promptly disclose any circumstances
          likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.   Any arbitrator may be removed by the AAA for cause consisting of actual bias, conflict
          of interest or other serious potential for conflict.

      
        64

        
          


      

      

      

      (iv)      After

          consulting with the parties, the arbitral panel will devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within ninety
          (90) days after appointment.  The arbitral panel will have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with then-prevailing New York law (including prehearing and
          post hearing motions), and will do so on the motion of any party to the arbitration.

      (v)      Notwithstanding

          whatever other discovery may be available under the Arbitration Rules in effect on the date of such arbitration, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the
          arbitration: (A) four party witness depositions not to exceed five hours, and (B) one set of interrogations, document requests, and requests for admissions; provided that the arbitral panel will have the ability to grant the parties, or either of
          them, additional discovery to the extent that the arbitral panel determines good cause is shown that such additional discovery is reasonable and necessary.

      (vi)      The

          arbitral panel will make its final determination no later than ninety (90) days after appointment.  The arbitral panel will resolve the dispute in accordance with the terms of this Agreement, and may not modify or change this Agreement in any
          way.  The arbitral panel will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitral panel will determine and award the costs of the arbitration
          (including the fees of the arbitral panel, cost of any record or transcript of the arbitration, and administrative fees) and reasonable attorneys’ fees to the parties as determined by the arbitral panel in its reasonable discretion.  The
          determination in any binding arbitration of the arbitral panel will be in writing and counterpart copies will be promptly delivered to the parties.  The determination will be final and non-appealable and may be enforced in any court of competent
          jurisdiction.

      (vii)      By

          selecting binding arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.

      (viii)      No

          person may bring a putative or certified class action to arbitration.

      (d)      The following
          provisions will apply to both mediations and arbitrations:

      (i)      Any

          mediation or arbitration will be held in New York, New York, but any party may appear by video conference or teleconference;

      (ii)      The

          details and/or existence of any unfulfilled repurchase request, any informal meetings, mediations or arbitration proceedings conducted under this Section 11.02, including all offers, promises, conduct and statements, 

       

        

      
        65

        
          


      

      whether oral or written, made in the course of the parties' attempt to informally resolve an unfulfilled
          repurchase request, and any discovery taken in connection with any arbitration, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including
          any proceeding under this Section 11.02).  Such information will be kept strictly confidential and will not be disclosed or discussed with any third party (excluding a party's attorneys, experts, accountants and other agents and representatives,
          as reasonably required in connection with any resolution procedure under this Section 11.02), except as otherwise required by law, regulatory requirement or court order.  If any party to a resolution procedure receives a subpoena or other request
          for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient will promptly notify the other party to the resolution procedure and will provide the other party with the opportunity
          to object to the production of its confidential information; and

      (iii)      If

          JAMS or the AAA no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization, selected by BMW FS or BMW
          Bank, as applicable, using its relevant rules then in effect.  However, if any such rules are inconsistent with the terms of the mediation or arbitration stated in this Agreement, the terms of this Agreement will apply.  Any mediation or
          arbitration will be held in New York City, but any party may appear by video conference or teleconference.

      (iv)      Under

          no circumstances will the Indenture Trustee, the Owner Trustee or the Issuer be liable for any expenses allocated to the Requesting Party in any dispute resolution proceeding.

      
        66

        
          


      

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

      BMW VEHICLE OWNER TRUST 20[__]-[__]

      By:      [_________], not in its individual capacity but solely as Owner Trustee

      By:_____________________________________      

            Name:

            Title:

      BMW FS SECURITIES LLC

      By:_____________________________________     

            Name:

            Title:

      By: _____________________________________     

            Name:

            Title:

      BMW FINANCIAL SERVICES NA, LLC

      By: _____________________________________     

            Name:

            Title:

      By:_____________________________________      

            Name:

            Title:

      [__________],

      not in its individual capacity but solely as

      Indenture Trustee

      By:_____________________________________      

            Name:

            Title:

      

      

      
        
          


      

      ACKNOWLEDGED SOLELY WITH RESPECT TO SECTION

      5.01(g):

      

      

      [__________],

      not in its individual capacity but solely as

      Securities Intermediary

      By:_____________________________________

            Name:

            Title:

      
        
          


      

      SCHEDULE A

      SCHEDULE OF RECEIVABLES

      [Delivered to the Owner Trustee at Close]

      
        
          


      

      
      SCHEDULE B

      LOCATION OF RECEIVABLE FILES

      BMW Financial Services NA, LLC

      5550 Britton Parkway

      Hilliard, Ohio 43026

      
        Schedule B-1

        
          


      

      
      SCHEDULE C

      

      

      PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

      

      

      

      

                In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby
          represents, warrants and covenants to the Depositor as follows on the Closing Date:

            1.      This Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in
          the Receivables in favor of the Issuer, which security interest is prior to all other Liens, and is enforceable as such against creditors of and purchasers from the Depositor.

      2.      Each Receivable is secured by a first priority validly perfected security interest in the
          related Financed Vehicle in favor of the related Seller, as secured party, or all necessary actions with respect to such Receivable have been taken or will be taken to perfect a first priority security interest in the related Financed Vehicle in
          favor of the related Seller, as secured party.

            3.      The Receivables constitute “chattel paper” (including “electronic chattel paper” and “tangible chattel
          paper”) within the meaning of the applicable UCC.

            4.      The Depositor has caused or will have caused, within ten (10) days after the Closing Date, the filing
          of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Receivables granted to the Issuer hereunder.

      5.      With respect to Receivables that constitute tangible chattel paper, such tangible chattel
          paper is in the possession of the Servicer, and the Servicer (in its capacity as custodian) is holding such tangible chattel paper solely on behalf and for the benefit of the Depositor.  With respect to Receivables that constitute electronic chattel paper, the Servicer has “control” of such electronic chattel paper within the meaning of Section 9-105 of the applicable UCC and the Servicer (in its capacity as custodian) is maintaining control of such electronic chattel paper solely on
            behalf and for the benefit of the Depositor.  No person other than the Servicer has “control” of any Receivable that is evidenced by electronic chattel paper.

            6.      The Servicer, in its capacity as custodian, has in its possession (i) the original copy of each
          Receivable that constitutes tangible chattel paper and (ii) the “authoritative copy” of each Receivable that constitutes electronic chattel paper.  With respect to any Receivable constituting electronic chattel paper, there is only one
          “authoritative copy” of the Receivable and with respect to any Receivable constituting tangible chattel paper, there is no more than one original executed copy of such Receivable.

            7.      Neither the Depositor nor a custodian or vaulting agent thereof holding any Receivable that is
          electronic chattel paper has communicated an “authoritative copy” (as such

      
        Schedule C-1

        
          


      

      

      

      term is used in Section 9-105 of the UCC) of any loan agreement that constitutes or evidences such Receivable to any
          Person other than the Servicer.

            8.      The Depositor has not authorized the filing of, and is not aware of, any financing statements against
          the Depositor that include a description of collateral covering the Receivables other than any financing statement (i) relating to the conveyance of the Receivables by the related Seller to the Depositor under the related Receivables Purchase
          Agreement, (ii) relating to the conveyance of the Receivables by the Depositor to the Issuer under this Agreement, (iii) relating to the security interest granted to the Indenture Trustee under the Indenture or (iv) that has been terminated.  The
          Depositor is not aware of any material judgment, ERISA or tax lien filings against the Depositor.

      9.      The Servicer, in its capacity as custodian, has in its possession or “control” (within the
          meaning of Section 9-105 of the applicable UCC) the record or records that constitute or evidence the Receivables.  The tangible chattel paper or electronic
          chattel paper that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the related Seller, the Depositor, the Issuer or the
          Indenture Trustee.  All financing statements filed or to be filed against the related Seller, the Depositor and the Issuer in connection with the related Receivables Purchase Agreement, this Agreement and the Indenture, respectively, contain a
          statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”

            10.      Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection
          representations, warranties and covenants contained in this Schedule C shall be continuing, and remain in full force and effect until such time as all obligations under
          the Basic Documents and the Notes have been finally and fully paid and performed.

            11.      The parties to this Agreement shall provide the Rating Agencies with prompt written notice of any
          material breach of the perfection representations, warranties and covenants contained in this Schedule C, and shall not, without satisfying the Rating Agency Condition
          with respect to each Rating Agency, waive a breach of any of such perfection representations, warranties or covenants.

      
        Schedule C-2

        
          


      

      
      EXHIBIT A

      FORM OF SERVICER’S CERTIFICATE

      [Available from Servicer]

      
        A-1

        
          


      

      
      EXHIBIT B

      FORM OF DEALER AGREEMENT

      [Available from Servicer]

      
        B-1

        
          


      

      
      

        EXHIBIT C

        

        

        FORM OF ANNUAL CERTIFICATION

        

        

        Re:      The Sale and Servicing Agreement dated as of [__________], 20[__] (the “Agreement”),
            among BMW VEHICLE OWNER TRUST 20[__]-[__] (the “Issuer”), BMW FS SECURITIES LLC (the “Depositor”), BMW FINANCIAL SERVICES NA, LLC, as the sponsor (in such capacity, the “Sponsor”), as servicer (in such capacity, the “Servicer”), as
            administrator (in such capacity, the “Administrator”) and as custodian (in such capacity, the “Custodian”), and [__________] (the “Indenture Trustee”).

        

        

        I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the
            Issuer and the Depositor, and their officers, with the knowledge and intent that they will rely upon this certification, that:

        (1)      I have reviewed the servicer compliance statement of the Company provided in accordance
            with Item 1123 of Regulation AB (the “Compliance Statement”), the report on assessment of the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance with
            Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing Assessment”), the registered public accounting firm’s attestation report provided in accordance with
            Rules 13a-18 and 15d-18 under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation Report”), and all servicing reports, officer’s
            certificates and other information relating to the servicing of the Receivables by the Company during 20[   ] that were delivered by the Company to the Issuer and the Depositor pursuant to the Agreement (collectively, the “Company Servicing
            Information”);

        (2)      Based on my knowledge, the Company Servicing Information, taken as a whole, does not
            contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time
            covered by the Company Servicing Information;

        (3)      Based on my knowledge, all of the Company Servicing Information required to be provided
            by the Company under the Agreement has been provided to the Issuer and the Depositor;

        (4)      I am responsible for reviewing the activities performed by the Company as servicer under
            the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has
            fulfilled its obligations under the Agreement in all material respects; and

        
          C-1

          
            


        

        

        

        (5)      The Compliance Statement required to be delivered by the Company pursuant to the
            Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to the Issuer, the Administrator, the Depositor, the
            Indenture Trustee and the Owner Trustee.  Any material instances of noncompliance described in such reports have been disclosed to the Issuer, the Administrator and the Depositor.  Any material instance of noncompliance with the Servicing
            Criteria has been disclosed in such reports.

        

        

        Date:      _________________________

        

        

        By:  ________________________

            Name:

            Title:

        
          C-2

          
            


        

        
        EXHIBIT D

        

        

        SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

        

        

        The assessment of compliance to be delivered by the Servicer, shall address, at a minimum, the criteria identified as below as
            “Applicable Servicing Criteria”:

        

        

        	
                Reference

              	
                Criteria

              	
                Applicable Servicing Criteria

              
	
                 

              	
                 

                General Servicing Considerations

                 

              	 
	
                1122(d)(1)(i)

              	
                Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
                    agreements.

              	 
	
                1122(d)(1)(ii)

              	
                If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s
                    performance and compliance with such servicing activities.

              	 
	
                1122(d)(1)(iii)

              	
                Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.

              	 
	
                1122(d)(1)(iv)

              	
                A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period
                    in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.

              	 
	
                1122(d)(1)(v)

              	
                Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.

              	 
	
                 

              	
                 

                Cash Collection and Administration

                 

              	 
	
                1122(d)(2)(i)

              	
                Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business
                    days following receipt, or such other number of days specified in the transaction agreements.

              	 
	
                1122(d)(2)(ii)

              	
                Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel..

              	 
	
                1122(d)(2)(iii)

              	
                Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are
                    made, reviewed and approved as specified in the transaction agreements.

              	 
	
                1122(d)(2)(iv)

              	
                The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately
                    maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.

              	 
	
                1122(d)(2)(v)

              	
                Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of
                    this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.

              	 
	
                1122(d)(2)(vi)

              	
                Unissued checks are safeguarded so as to prevent unauthorized access.

              	 
	
                1122(d)(2)(vii)

              	
                 Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
                    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
                    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such
                    other number of days specified in the transaction agreements.

              	 


        

        

        
          D-1

          
            


        

        

        

        
          	
                  Reference

                	
                  Criteria

                	
                  Applicable Servicing Criteria

                


        

        	
                 

              	
                 

                Investor Remittances and Reporting

                 

              	 
	
                1122(d)(3)(i)

              	
                Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable
                    Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the
                    transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by
                    the Servicer.

              	 
	
                1122(d)(3)(ii)

              	
                Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the
                    transaction agreements.

              	 
	
                1122(d)(3)(iii)

              	
                Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified
                    in the transaction agreements.

              	 
	
                1122(d)(3)(iv)

              	
                Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.

              	 
	
                 

              	
                 

                Pool Asset Administration

                 

              	 
	
                1122(d)(4)(i)

              	
                Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.

              	 
	
                1122(d)(4)(ii)

              	
                Receivables and related documents are safeguarded as required by the transaction agreements

              	 
	
                1122(d)(4)(iii)

              	
                Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in
                    the transaction agreements.

              	 
	
                1122(d)(4)(iv)

              	
                Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor
                    records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
                    receivables documents.

              	 
	
                1122(d)(4)(v)

              	
                The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.

              	 
	
                1122(d)(4)(vi)

              	
                Changes with respect to the terms or status of an obligor’s receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by
                    authorized personnel in accordance with usual customary procedures.

              	 
	
                1122(d)(4)(vii)

              	
                Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as
                    applicable) are initiated, conducted and concluded in accordance with usual customary procedures.

              	 
	
                1122(d)(4)(viii)

              	
                Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements.
                    Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls,
                    letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).

              	 
	
                1122(d)(4)(ix)

              	
                Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.

              	 


        

        

        
          D-2

          
            


        

        

        

        
          	
                  Reference

                	
                  Criteria

                	
                  Applicable Servicing Criteria

                


        

        	
                1122(d)(4)(x)

              	
                Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
                    receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state
                    laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.

              	 
	
                1122(d)(4)(xi)

              	
                Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as
                    indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction
                    agreements.

              	 
	
                1122(d)(4)(xii)

              	
                Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to
                    the obligor, unless the late payment was due to the obligor’s error or omission.

              	 
	
                1122(d)(4)(xiii)

              	
                Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other
                    number of days specified in the transaction agreements.

              	 
	
                1122(d)(4)(xiv)

              	
                 Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.

              	 
	
                1122(d)(4)(xv)

              	
                Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in
                    the transaction agreements.

              	 


        

      

    

    

  

  D-3