BMW VEHICLE OWNER TRUST 2002-A
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>a7-8bmwex10_4.txt
<TEXT>
                                                                    Exhibit 10.4
                                                                    ------------


                         RECEIVABLES PURCHASE AGREEMENT


                                     between


                         BMW FINANCIAL SERVICES NA, LLC,

                                   as Seller,

                                       and


                             BMW FS SECURITIES LLC,

                                  as Depositor




                             Dated as of May 1, 2002

<PAGE>

<TABLE>
                                TABLE OF CONTENTS

                                                                                                      Page
<S>                                                                                                     <C>
Article I             CERTAIN DEFINITIONS...............................................................1

Article II            CONVEYANCE OF RECEIVALBES.........................................................3

         SECTION 2.01.           Conveyance of Receivables..............................................3

         SECTION 2.02.           The Closing............................................................4

         SECTION 2.03.           Reserved...............................................................4

Article III           REPRESENTATIONS AND WARRANTIES....................................................4

         SECTION 3.01.           Representations and Warranties of the Depositor........................4

         SECTION 3.02.           Representations and Warranties of the Seller...........................6

Article IV            CONDITIONS.......................................................................16

         SECTION 4.01.           Conditions to Obligation of the Depositor.............................16

         SECTION 4.02.           Conditions to Obligation of the Seller................................17

Article V             COVENANTS OF THE SELLER AND THE DEPOSITOR........................................18

         SECTION 5.01.           Protection of Right, Title and Interest...............................19

         SECTION 5.02.           Other Liens or Interests..............................................19

         SECTION 5.03.           Costs and Expenses....................................................19

         SECTION 5.04.           Hold Harmless.........................................................19

Article VI            MISCELLANEOUS PROVISIONS.........................................................20

         SECTION 6.01.           Obligations of Seller.................................................20

         SECTION 6.02.           Repurchase Events.....................................................20

         SECTION 6.03.           Depositor Assignment of Repurchased Receivables.......................20

         SECTION 6.04.           Transfer to the Issuer................................................20

         SECTION 6.05.           Amendment.............................................................21

         SECTION 6.06.           Waivers...............................................................21

         SECTION 6.07.           Notices...............................................................21

         SECTION 6.08.           Costs and Expenses....................................................22

         SECTION 6.09.           Representations of the Seller and the Depositor.......................22

         SECTION 6.10.           Confidential Information..............................................22

         SECTION 6.11.           Headings and Cross-References.........................................22

         SECTION 6.12.           Governing Law.........................................................22

         SECTION 6.13.           Counterparts..........................................................22



                                        i
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                                TABLE OF CONTENTS
                                   (continued)
                                                                                                      Page

         SECTION 6.14.           Third Party Beneficiary...............................................23

         SECTION 6.15.           No Proceedings........................................................23
</TABLE>



                                    EXHIBITS

Exhibit A                  Matters Addressed in Opinion of Seller's Counsel
Exhibit B                  Prospectus Supplement
Schedule I                 Schedule of Receivables
Schedule II                Location of Receivable Files
Schedule III               Receivable File Schedule











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<PAGE>

         RECEIVABLES PURCHASE AGREEMENT dated as of May 1, 2002, between BMW
FINANCIAL SERVICES NA, LLC, a Delaware limited liability company (the "Seller")
and BMW FS SECURITIES LLC, a Delaware limited liability company, as depositor
(the "Depositor").

                                    RECITALS

         WHEREAS, in the regular course of its business, BMW FS has purchased
certain motor vehicle retail installment sale contracts secured by new and used
automobiles, sport utility vehicles and motorcycles from certain motor vehicle
dealers;

         WHEREAS, the Seller and the Depositor wish to set forth the terms
pursuant to which such contracts are to be sold by the Seller to the Depositor;
and

         WHEREAS, the Depositor intends, concurrently with its purchase
hereunder, to convey all of its right, title and interest in and to all of such
contracts to BMW Vehicle Owner Trust 2002-A (the "Issuer") pursuant to a Sale
and Servicing Agreement dated as of May 1, 2002 (the "Sale and Servicing
Agreement"), by and among the Issuer, the Depositor, the Seller, Servicer,
Administrator and Custodian, and JPMorgan Chase Bank, as Indenture Trustee, and
the Issuer intends to pledge all of its right, title and interest in and to such
contracts to the Indenture Trustee pursuant to the Indenture dated as of May 1,
2002 (the "Indenture"), by and between the Issuer and the Indenture Trustee.

         NOW, THEREFORE, in consideration of the foregoing, other good and
valuable consideration and the mutual terms and covenants contained herein, the
parties hereto agree as follows:

                                    ARTICLE I

                               CERTAIN DEFINITIONS

         Terms not defined in this Agreement shall have the meanings assigned
thereto in the Sale and Servicing Agreement or the Indenture. As used in this
Agreement, the following terms shall, unless the context otherwise requires,
have the following meanings (such meanings to be equally applicable to the
singular and plural forms of the terms defined):

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

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

         "Conveyed Assets" shall have the meaning set forth in Section 2.01.

         "Depositor" shall mean BMW FS Securities LLC, a Delaware limited
liability company, and its successors and assigns.

<PAGE>

         "Indenture" shall have the meaning set forth in the recitals.

         "Lien Certificate" means with respect to a Financed Vehicle, an
original certificate of title, certificate of lien or other notification issued
by the Registrar of Titles of the applicable State to a secured party which
indicates that the lien of the secured party on such Financed Vehicle is
recorded on the original certificate of title. In any jurisdiction in which the
original certificate of title is required to be given to the Obligor, the term
"Lien Certificate" shall mean only a certificate or notification issued to a
secured party.

         "Prospectus" shall have the meaning set forth in the Underwriting
Agreement.

         "Prospectus Supplement" means the Prospectus Supplement dated May 14,
2002 relating to the BMW Vehicle Owner Trust 2002-A in the form attached hereto
as Exhibit B.

         "Receivable" shall mean any Contract listed on Schedule I hereto (which
Schedule may be in the form of microfiche).

         "Registrar of Titles" means with respect to any State, the governmental
agency or body responsible for the registration of, and the issuance of
certificates of title relating to, motor vehicles and liens thereon.

         "Registration Statement" means Registration Statement No. 333-56802
filed by the Depositor with the Securities and Exchange Commission in the form
in which it became effective on May 8, 2001.

         "Repurchase Event" shall have the meaning specified in Section 6.02.

         "Sale and Servicing Agreement" shall have the meaning set forth in the
recitals.

         "Schedule of Receivables" shall mean the list of Receivables annexed
hereto as Schedule I (which Schedule may be in the form of microfiche).

         "Seller" shall mean BMW FS, and its successor and assigns.

         "Transfer Date" shall mean the Closing Date.

         "Underwriters" means each of Banc of America Securities LLC, Deutsche
Bank Securities Inc., Banc One Capital Markets, Inc., J.P. Morgan Securities
Inc. and Salomon Smith Barney Inc.

         "Underwriting Agreement" means the Underwriting Agreement dated May 14,
2002 relating to BMW Vehicle Owner Trust 2002-A among BMW FS, the Depositor and
Banc of America Securities LLC, as representative of the Underwriters.


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<PAGE>

                                   ARTICLE II

                            CONVEYANCE OF RECEIVALBES

SECTION 2.01.     Conveyance of Receivables.
                  -------------------------

                  (a) In consideration of the Depositor's delivery to or upon
the order of the Seller on the Closing Date of $1,401,763,032.02 (the "Purchase
Price"), the Seller does hereby sell, transfer, assign, set over and otherwise
convey to the Depositor, without recourse (subject to the obligations of the
Seller herein) all right, title, and interest of the Seller in and to:

                  (i) the Receivables and all moneys received thereon after the
         close of business on April 30, 2002;

                  (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 Seller in such Financed Vehicles;

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

                  (iv) any property that shall have secured an Receivable and
         that shall have been acquired by or on behalf of the Seller;

                  (v) all documents and other items contained in the Receivable
         Files;

                  (vi) all proceeds from any Receivable repurchased by a Dealer
         pursuant to a Dealer Agreement; and

                  (vii) the proceeds of any and all of the foregoing
         (collectively, with the assets listed in clauses (i) through (vi)
         above, the "Conveyed Assets").

                  (b) The Seller and the Depositor intend that the transfer of
assets by the Seller to the Depositor pursuant to this Agreement be a sale of
the ownership interest in such assets to the Depositor, rather than the mere
granting of a security interest to secure a borrowing. In the event, however,
that such transfer is deemed not to be a sale but to be of a mere security
interest to secure a borrowing, the Seller shall be deemed to have hereby
granted to the Depositor a security interest in 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, which
security interest shall be perfected and of first priority, and this Agreement


                                       3
<PAGE>

shall constitute a security agreement under applicable law. Pursuant to the Sale
and Servicing Agreement and Section 6.04 hereof, the Depositor may sell,
transfer and assign to the Issuer (i) all or any portion of the assets assigned
to the Depositor hereunder, (ii) all or any portion of the Depositor's rights
against the Seller under this Agreement and (iii) all proceeds thereof. Such
assignment may be made by the Depositor with or without an assignment by the
Depositor of its rights under this Agreement, and without further notice to or
acknowledgement from the Seller. The Seller waives, to the extent permitted
under applicable law, all claims, causes of action and remedies, whether legal
or equitable (including any right of setoff), against the Depositor or any
assignee of the Depositor relating to such action by the Depositor in connection
with the transactions contemplated by the Sale and Servicing Agreement.

         SECTION 2.02. The Closing. The sale and purchase of the Receivables
shall take place at a closing at the offices of Weil, Gotshal & Manges LLP, 767
Fifth Avenue, New York, New York 10153 on the Closing Date, simultaneously with
the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and
(c) the Trust Agreement.

         SECTION 2.03. Reserved.

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         SECTION 3.01. Representations and Warranties of the Depositor. The
Depositor hereby represents and warrants as follows to the Seller and the
Indenture Trustee as of the date hereof and the Transfer Date:

                  (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 corporate power and authority
to own its properties and to conduct its business as such properties are
currently owned and such business is currently 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, including a
license pursuant to the Pennsylvania Motor Vehicle Sales Finance Act and the
Maryland Sales Finance Act, where the failure to do so would materially and
adversely affect the Depositor's ability to acquire the Receivables or the
validity or enforceability of the Receivables.

                  (c) Power and Authority. The Depositor has the corporate 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
corporate action; and the execution, delivery and performance of this Agreement


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and the other Basic Documents to which the Depositor is a party have been duly
authorized by the Depositor by all necessary corporate action.

                  (d) Binding Obligation. 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
principals or equity (whether applied in a proceeding at law or in equity).

                  (e) No Violation. The consummation of the transactions
contemplated by this Agreement and the fulfillment of the terms hereof do not
conflict with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time or both) a default under,
the limited liability company agreement of the Depositor, or any indenture,
agreement or other instrument to which the Depositor is a party or by which it
is bound, or violate any law, rules 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 governmental
instrumentality having jurisdiction over the Depositor or its properties (i)
asserting the invalidity of this Agreement or any other Basic Document to which
the Depositor is a party, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or any other Basic Document to which
the Depositor is a party or (iii) seeking any determination or ruling that might
materially and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, this Agreement or any
other Basic Document to which the Depositor is a party.

                  (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.

                  (h) The Depositor meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"), and has filed with the
Securities and Exchange Commission (the "Commission") the Registration Statement
on such Form, including a related base prospectus and a preliminary prospectus
supplement, for the registration under the Act of the offering and sale of the
Securities.

                  (i) On the date of this Agreement, the Registration Statement
will comply in all material respects with the applicable requirements of the


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<PAGE>

Act, and the respective rules and regulations of the Commission thereunder (the
"Rules and Regulations").

                  (j) On the date of this Agreement, the Depositor is not aware
of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or the institution or threat of any proceeding for
that purpose.

         SECTION 3.02. Representations and Warranties of the Seller.

                  (a) The Seller hereby represents and warrants as follows to
the Depositor and the Indenture Trustee as of the date hereof and as of the
Transfer Date:

                  (i) Organization and Good Standing. The Seller has been duly
         organized and is validly existing as a limited liability company under
         the laws of the State of Delaware, with the corporate power and
         authority to own its properties and to conduct its business as such
         properties are currently owned and such business is currently
         conducted.

                  (ii) Due Qualification. The Seller is duly authorized to
         transact business as a foreign limited liability company in good
         standing, and has obtained all necessary licenses and approvals, in all
         jurisdictions in which the ownership or lease of property or the
         conduct of its business shall require such qualifications 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 Seller and its subsidiaries, considered as one enterprise.

                  (iii) Power and Authority. The Seller has the power and
         authority to make, execute, deliver and perform this Agreement and all
         of the transactions contemplated under this Agreement and the other
         Basic Documents to which the Seller is a party, and has taken all
         necessary action to authorize the execution, delivery and performance
         of this Agreement and the other Basic Documents to which the Seller is
         a party. When executed and delivered, this Agreement and the other
         Basic Documents to which the Seller is a party will constitute legal,
         valid and binding obligations of the Seller enforceable in accordance
         with their respective terms, except as enforcement of such terms may be
         limited by bankruptcy, insolvency or similar laws affecting the
         enforcement of creditors' rights generally and by the availability of
         equitable remedies and except as enforcement of such terms may be
         limited by receivership, conservatorship and supervisory powers of bank
         regulatory agencies generally.

                  (iv) No Violation. The execution, delivery and performance by
         the Seller of this Agreement and the other Basic Documents to which the
         Seller is a party will not violate any provision of any existing state,
         federal or, to the best knowledge of the Seller, local law or
         regulation or any order or decree of any court applicable to the Seller
         or any provision of the limited liability company agreement of the
         Seller, or constitute a breach of any mortgage, indenture, contract or


                                       6
<PAGE>

         other agreement to which the Seller is a party or by which the Seller
         may be bound or result in the creation or imposition of any lien upon
         any of the Seller's properties pursuant to any such mortgage,
         indenture, contract or other agreement (other than this Agreement).

                  (v) No Proceedings. There are no proceedings or investigations
         pending or, to the Seller's knowledge, threatened against the Seller
         before any court, regulatory body, administrative agency or other
         governmental instrumentality having jurisdiction over the Seller or its
         properties (i) asserting the invalidity of this Agreement or any other
         Basic Document to which the Seller is a party, (ii) seeking to prevent
         the consummation of any of the transactions contemplated by this
         Agreement or any other Basic Document to which the Seller is a party or
         (iii) seeking any determination or ruling that might materially and
         adversely affect the performance by the Seller of its obligations
         under, or the validity or enforceability of, this Agreement or any
         other Basic Document to which the Seller is a party.

                  (vi) Chief Executive Office and Principal Place of Business.
         The chief executive office and the principal place of business of the
         Seller for the previous five years is 300 Chestnut Ridge Road,
         Woodcliff Lake, New Jersey 07677.

                  (vii) No Consents. The Seller 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.

                  (viii) No Notice. The Seller represents and warrants that it
         acquired title to the Receivables in good faith, without notice of any
         adverse claim.

                  (ix) Bulk Transfer. The Seller represents and warrants that
         the transfer, assignment and conveyance of the Receivables by the
         Seller pursuant to this Agreement is not subject to the bulk transfer
         laws or any similar statutory provisions in effect in any applicable
         jurisdiction.

                  (x) Seller Information. No certificate of an officer,
         statement or document furnished in writing or report delivered pursuant
         to the terms hereof by the Seller contains any untrue statement of a
         material fact or omits to state any material fact necessary to make the
         certificate, statement, document or report not misleading.



                                       7
<PAGE>

                  (xi) Ordinary Course. The transactions contemplated by this
         Agreement and the other Basic Documents to which the Seller is a party
         are in the ordinary course of the Seller's business.

                  (xii) Solvency. The Seller is not insolvent, nor will the
         Seller be made insolvent by the transfer of the Receivables, nor does
         the Seller anticipate any pending insolvency.

                  (xiii) Legal Compliance. The Seller is not in violation of,
         and the execution and delivery of this Agreement and the other Basic
         Documents to which the Seller is a party by it and its performance and
         compliance with the terms of this Agreement and the other Basic
         Documents to which the Seller is a party will not constitute a
         violation with respect to, any order or decree of any court or any
         order or regulation of any federal, state, municipal or governmental
         agency having jurisdiction, which violation would materially and
         adversely affect the Seller's condition (financial or otherwise) or
         operations or any of the Seller's properties or materially and
         adversely affect the performance of any of its duties under the Basic
         Documents.

                  (xiv) Creditors. The Seller did not sell the Receivables to
         the Depositor with any intent to hinder, delay or defraud any of its
         creditors.

                  (b) The Seller makes the following representations and
warranties with respect to the Receivables, on which the Depositor relies in
accepting the Receivables and in transferring the Receivables to the Issuer
under the Sale and Servicing Agreement, and on which the Issuer relies in
pledging the same to the Indenture Trustee. Such representations and warranties
speak as of the execution and delivery of this Agreement and as of the Transfer
Date, but shall survive the sale, transfer and assignment of the Receivables to
the Depositor, the subsequent sale, transfer and assignment of the Receivables
by the Depositor to the Issuer pursuant to the Sale and Servicing Agreement and
the pledge of the Receivables by the Issuer to the Indenture Trustee pursuant to
the Indenture.

                  (i) Characteristics of Receivables. Each Receivable (A) was
         originated in the United States of America by a Dealer located in the
         United States of America for the retail sale of a Financed Vehicle in
         the ordinary course of such Dealer's business in accordance with the
         Seller's credit policies as of the date of origination or acquisition
         of the related Receivable, is payable in United States dollars, has
         been fully and properly executed by the parties thereto, has been
         purchased by the Seller from such Dealer under an existing Dealer
         Agreement and has been validly assigned by such Dealer to the Seller,
         (B) has created or shall create a valid, subsisting and enforceable
         first priority perfected security interest in favor of the Seller in
         the Financed Vehicle, which security interest is assignable by the
         Seller to the Depositor, and by the Depositor to the Issuer, (C)
         contains customary and enforceable provisions such that the rights and
         remedies of the holder thereof are adequate for realization against the
         collateral of the benefits of the security, (D) provides for fixed


                                       8
<PAGE>

         level monthly payments (provided that the payment in the last month of
         the term of the Receivable may be different from the level scheduled
         payments) that fully amortize the Amount Financed by maturity and yield
         interest at the APR and (E) amortizes using the simple interest method.

                  (ii) Compliance with Law. Each Receivable and the sale of the
         related Financed Vehicle complied at the time it was originated or
         made, and at the time of execution of this Agreement complies, in all
         material respects with all requirements of applicable federal, state
         and, to the best knowledge of the Seller, local laws, rulings and
         regulations thereunder, including usury laws, the Federal
         Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit
         Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection
         Practices Act, the Federal Trade Commission Act, the Magnuson-Moss
         Warranty Act, the Federal Reserve Board's Regulations "B" and "Z," the
         Soldiers' and Sailors' Civil Relief Act of 1940, as amended (the
         "Relief Act"), and state adaptations of the National Consumer Act and
         of the Uniform Consumer Credit Code, and other consumer credit laws and
         equal credit opportunity and disclosure laws applicable to such
         Receivable.

                  (iii) Binding Obligation. Each Receivable represents the
         genuine, legal, valid and binding payment obligation of the Obligor
         thereon, enforceable by the holder thereof in accordance with its
         terms, except (A) as enforceability thereof may be limited by
         bankruptcy, insolvency, reorganization or similar laws affecting the
         enforcement of creditors' rights generally and by equitable limitations
         on the availability of specific remedies, regardless of whether such
         enforceability is considered in a proceeding in equity or at law and
         (B) as such Receivable may be modified by the application after the
         Transfer Date of the Relief Act.

                  (iv) No Government Obligor. No Receivable is due from the
         United States of America or any State or any agency, department,
         subdivision or instrumentality thereof.

                  (v) Obligor Bankruptcy. To the best of the Seller's knowledge,
         at the Cutoff Date with respect to the Receivables, no Obligor is or
         has been, since the origination of the related Receivable, the subject
         of a bankruptcy proceeding.

                  (vi) Schedule of Receivables. The information set forth in
         Schedule I to this Agreement is true and correct in all material
         respects as of the close of business on the Cutoff Date.

                  (vii) Marking Records. By the Transfer Date, the Seller will
         have caused its computer and accounting records relating to each
         Receivable to be marked to show that such Receivables have been sold to
         the Depositor by the Seller and transferred and assigned by the


                                       9
<PAGE>

         Depositor to the Issuer in accordance with the terms of the Sale and
         Servicing Agreement and pledged by the Issuer to the Indenture Trustee
         in accordance with the terms of the Indenture.

                  (viii) Computer Tape. The computer tape regarding the
         Receivables made available by the Seller to the Depositor is complete
         and accurate in all material respects as of the Cutoff Date.

                  (ix) No Adverse Selection. No selection procedures (other than
         those specified herein) believed by the Seller to be adverse to the
         Noteholders or the Certificateholders were utilized in selecting the
         Receivables.

                  (x) Chattel Paper. Each Receivable constitutes "tangible
         chattel paper" within the meaning of the UCC as in effect in the State
         of origination.

                  (xi) One Original. There is only one original executed copy of
         each Receivable.

                  (xii) Receivables in Force. No Receivable has been satisfied,
         subordinated or rescinded, nor has any Financed Vehicle been released
         from the Lien of the related Receivable in whole or in part. None of
         the terms of any Receivable has been waived, altered or modified in any
         respect since its origination, except by instruments or documents
         identified in the related Receivable File. No Receivable has been
         modified as a result of the application of the Soldiers' and Sailors'
         Civil Relief Act of 1940, as amended.

                  (xiii) Lawful Assignment. No Receivable has been originated
         in, or is subject to the laws of, any jurisdiction the laws of which
         would make unlawful, void or voidable the sale, transfer and assignment
         of such Receivable under this Agreement or the pledge of such
         Receivable under the Indenture.

                  (xiv) Title. It is the intention of the Seller that the
         transfers and assignments herein contemplated constitute sales of the
         Receivables from the Seller to the Depositor and that the beneficial
         interest in and title to the Receivables not be part of the debtor's
         estate in the event of the appointment of a receiver or conservator for
         a Seller under any receivership, bankruptcy law, insolvency or banking
         law. Immediately prior to the Closing Date, no Receivable has been
         sold, transferred, assigned or pledged by the Seller to any Person
         other than to the Depositor or pursuant to this Agreement (or by the
         Depositor to any other Person other than to the Issuer pursuant to the
         Sale and Servicing Agreement). Immediately prior to the transfers and
         assignments herein contemplated, the Seller has good and marketable
         title to each Receivable free and clear of all Liens, and, immediately
         upon the transfer thereof, the Depositor shall have good and marketable
         title to each Receivable, free and clear of all Liens and, immediately
         upon the transfer thereof from the Depositor to the Issuer pursuant to


                                       10
<PAGE>

         the Sale and Servicing Agreement, the Issuer shall have good and
         marketable title to each Receivable, free and clear of all Liens and,
         immediately upon the pledge thereof from the Issuer to the Indenture
         Trustee pursuant to the Indenture, the Indenture Trustee shall have a
         first priority perfected security interest in each Receivable.

                  (xv) Security Interest in Financed Vehicle. Immediately prior
         to its sale, assignment and transfer to the Depositor pursuant to this
         Agreement, each Receivable is secured by a first priority perfected
         security interest in the related Financed Vehicle in favor of BMW FS as
         secured party, or all necessary and appropriate actions have been
         commenced that will result in the valid perfection of a first priority
         security interest in such Financed Vehicle in favor of the BMW FS as
         secured party. The Lien Certificate for each Financed Vehicle shows, or
         if a new or replacement Lien Certificate is being applied for with
         respect to such Financed Vehicle such Lien Certificate shall be
         received within 120 days of the Closing Date and shall show, BMW FS or
         its predecessor in interest named as the original secured party under
         each Receivable as the holder of a first priority security interest in
         such Financed Vehicle. With respect to each Receivable for which the
         Lien Certificate has not yet been returned from the Registrar of
         Titles, BMW FS has received written evidence that such Lien Certificate
         showing BMW FS as first lienholder has been applied for. Each Dealer's
         security interest in any Receivable originated by such Dealer has been
         validly assigned by the Dealer to BMW FS. BMW FS' security interest has
         been validly assigned to the Depositor pursuant to this Agreement. BMW
         FS has the legal right to repossess or recover by legal process the
         Financed Vehicle in its name.

                  (xvi) All Filings Made. All filings (including UCC filings)
         required to be made in any jurisdiction to give the Issuer a first
         perfected ownership interest in the Receivables and the Indenture
         Trustee a first priority perfected security interest in the Receivables
         have been made or will be made on the Closing Date.

                  (xvii) No Defenses. No Receivable is subject to any right of
         rescission, setoff, counterclaim, dispute or defense, including the
         defense of usury, whether arising out of transactions concerning the
         Receivable or otherwise, and the operation of any terms of the
         Receivable or the exercise by the Seller or the Obligor of any right
         under the Receivable will not render the Receivable unenforceable in
         whole or in part, and no such right of rescission, setoff,
         counterclaim, dispute or defense, including the defense of usury, has
         been asserted with respect thereto.

                  (xviii) No Default. There has been no default, breach,
         violation or event permitting acceleration under the terms of any
         Receivable (other than payment delinquencies of not more than 30 days)
         as of the Cutoff Date, and no condition exists or event has occurred
         and is continuing that with notice, the lapse of time or both would


                                       11
<PAGE>

         constitute a default, breach, violation or event permitting
         acceleration under the terms of any Receivable, and there has been no
         waiver of any of the foregoing. On or prior to the Transfer Date, no
         Financed Vehicle has been repossessed.

                  (xix) Insurance. The Seller, in accordance with its customary
         procedures, has determined that the Obligor has obtained physical
         damage insurance covering each Financed Vehicle and, under the terms of
         the related Receivable, the Obligor is required to maintain such
         insurance.

                  (xx) Final Scheduled Maturity Date. No Receivable has a final
         scheduled payment date later than six months prior to the Class B Final
         Scheduled Payment Date.

                  (xxi) Certain Characteristics of the Receivables. As of the
         Cutoff Date, (A) each Receivable had an original maturity of not less
         than 9 or more than 66 months and (B) no Receivable was more than 30
         days past due.

                  (xxii) No Foreign Obligor. All of the Receivables are due from
         Obligors with billing addresses within the United States of America,
         its territories and possessions.

                  (xxiii) No Extensions. The number or timing of scheduled
         payments has not been changed on any Receivable on or before the
         Closing Date, except as reflected on the computer tape delivered in
         connection with the sale of the Receivables.

                  (xxiv) Scheduled Payments. Each Receivable had a first
         scheduled payment due on or prior to 45 calendar days after the
         origination date thereof. Each Obligor has been instructed to make all
         scheduled payments to BMW FS. To the best knowledge of the Seller, each
         Obligor has paid the entire down payment called for by the contract.

                  (xxv) Reserved.

                  (xxvi) Receivable Files Complete. There exists a Receivable
         File pertaining to each Receivable and such Receivable File contains,
         without limitation, (A) a fully executed original of the Receivable,
         (B) the original Lien Certificate or application therefor together with
         such other documents that the Seller shall keep on file in accordance
         with its customary procedures evidencing the security interest of the
         Seller in the related Financed Vehicle, and (C) 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. Each of such documents that is required to be signed
         by the Obligor has been signed by the Obligor in the appropriate
         spaces. All blanks on any form described in clauses (A), (B) and (C)
         above have been properly filled in and each form has otherwise been


                                       12
<PAGE>

         correctly prepared in all material respects. Notwithstanding the above,
         the complete Receivable File for each Receivable, (x) shall fulfill the
         documentation requirements of the Seller's credit policies as in effect
         on the date of origination of such Receivable and (y) is in possession
         of the Servicer and/or Custodian, as applicable, on the Transfer Date.
         The blanket power of attorney granted to the Indenture Trustee and the
         original Lien Certificate are the only documents necessary to permit
         the Indenture Trustee to submit the Lien Certificate for each Financed
         Vehicle for retitling in the name of the Indenture Trustee as secured
         party in the event such retitling were required or otherwise permitted
         under the Basic Documents.

                  (xxvii) Receivables Not Assumable. No Receivable is assumable
         by another person in a manner which would release the Obligor thereof
         from such Obligor's obligations to the Seller with respect to such
         Receivable.

                  (xxviii) Tax Liens. To the best of the Seller's knowledge,
         there is no Lien against any Financed Vehicle for delinquent taxes.

                  (xxix) No Impairment. The Seller has not done anything to
         convey any right to any person that would result in such person having
         a right to payments due under a Receivable or otherwise to impair the
         rights of the Depositor in any Receivable or the proceeds thereof.

                  (xxx) Servicing. Each Receivable has been serviced in
         conformity with all applicable laws, rules and regulation and in
         conformity with the Seller's policies and procedures which are
         consistent with customary, prudent industry standards.

                  (xxxi) No Liens. No Liens or claims have been filed for work,
         labor, or materials relating to a Financed Vehicle that are prior to,
         or equal or coordinate with, the security interest in the Financed
         Vehicle granted by the related Receivable.

                  (xxxii) APR. No Receivable has an APR of less than 0% and the
         weighted average coupon on the pool of Receivables is at least 6.54%.

                  (xxxiii) Remaining Term. Each Receivable has a remaining term
         of at least 3 months and no more than 66 months.

                  (xxxiv) Seasoning. The weighted average number of months since
         the initial installment due date for the Receivables is at least 5.76
         months.

                  (xxxv) Remaining Balance. Each Receivable has a remaining
         balance of at least $100.00.



                                       13
<PAGE>

                  (xxxvi) New Vehicles. At least 53.00% of the aggregate
         principal balance of the Receivables is secured by Financed Vehicles
         which were new at the date of origination.

                  (xxxvii) No Repossessions. No Financed Vehicle has been
         repossessed prior to the Transfer Date.

                  (xxxviii) Initial Payment. The Obligor with respect to each
         Receivable has made at least one scheduled payment.

                  (xxxix) No Proceedings. As of the Cutoff Date, there are no
         proceedings pending, or to the best of the Seller's knowledge,
         threatened, wherein the Obligor or any governmental agency has alleged
         that any Receivable is illegal or unenforceable.

                  (xl) Each Dealer from whom the Seller purchases Receivables
         directly has entered into a Dealer Agreement with the Seller providing
         for the sale of Receivables from time to time by such Dealer to the
         Seller. Each Dealer Agreement is substantially in the form attached to
         the Sale and Servicing Agreement as Exhibit D, except for immaterial
         modifications or deviations from the Dealer Agreement. Such
         modifications and deviations from the Dealer Agreement will not have a
         material adverse effect on the Noteholders.

                  (xli) BMW FS has duly fulfilled all obligations to be
         fulfilled on its part under or in connection with the origination,
         acquisition and assignment of the Receivables.

                  (xlii) No Consent. To the best of the Seller's knowledge, no
         notice to or consent from any Obligor is necessary to effect the
         acquisition of the Receivables by the Depositor or the Trust or the
         pledge of the Receivables by the Trust to the Indenture Trustee.

                  (xliii) No Transfer Taxes. The sale, transfer, assignment and
         conveyance of the Receivables by the Seller pursuant to this Agreement
         is not subject to and will not result in any tax, fee or governmental
         charge payable by the Depositor, the Seller, the Issuer or the
         Indenture Trustee to any federal, state or local government ("Transfer
         Taxes") other than Transfer Taxes which have or will be paid by the
         Seller as due. In the event the Depositor, the Issuer or the Indenture
         Trustee receives actual notice of any Transfer Taxes arising out of the
         transfer, assignment and conveyance of the Receivables, on written
         demand by the Depositor, the Issuer or the Indenture Trustee, or upon
         the Seller's otherwise being given notice thereof by the Depositor, the
         Issuer or the Indenture Trustee, the Seller shall pay, and otherwise
         indemnify and hold the Depositor, the Issuer and the Indenture Trustee
         harmless, on an after-tax basis, from and against any and all such
         Transfer Taxes (it being understood that the Depositor, the


                                       14
<PAGE>

         Noteholders, the Indenture Trustee and the Issuer shall have no
         obligation to pay such Transfer Taxes).

                  (xliv) Reserved.

                  (xlv) Aggregate Balance. The aggregate principal balance of
         the Receivables as of the Cutoff Date is equal to $1,401,763,032.02.

                  (xlvi) Geographic Distribution. No more than 4.40% of the
         aggregate principal balance of the Receivables as of the Cutoff Date is
         attributable to Receivables with Obligors having a billing address in
         any single State other than California, Texas, New York, New Jersey and
         Florida, which represent no more than 24.55%, 7.44%, 6.92%, 6.48% and
         6.23%, respectively.

                  (xlvii) No Advances. No advances have been made to Obligors in
         order to meet any representation and warranties herein set forth;
         provided, however, that Receivables may have had up to four extensions
         prior to the Cutoff Date, subject to the following: (A) each such
         extension was made in conformity with the Extension Policy and (B) each
         extended Receivable satisfies in all material respects all applicable
         requirements under BMW FS' credit and collection policies as of the
         date of its origination.

                  (xlviii) Amount Financed. At the time each Receivable was
         acquired from the Dealer, the Amount Financed was fully disbursed.
         There is no requirement for future advances of principal thereunder,
         and all fees and expenses in connection with the origination of such
         Receivable have been paid.

                  (xlix) The computer tape from which the selection of the
         Receivables being acquired on the Closing Date was made available to
         the accountants that are providing a comfort letter to the Depositor,
         the Underwriters and the Noteholders in connection with the numerical
         information regarding the Receivables and the Notes contained in the
         Prospectus Supplement and such information in the Prospectus Supplement
         with respect to the Receivables and the Notes was complete and accurate
         as of its date and includes a description of the same Receivables that
         are described in Schedule I to this Agreement.

                  (l) Reserved.

                  (li) In connection with the purchase of each Receivable, the
         Seller required the related Dealer to furnish evidence that the related
         Financed Vehicle was covered by a physical damage insurance policy (i)
         in an amount at least equal to the lesser of (a) the actual cash value
         of the related Financed Vehicle or (b) the unpaid principal balance
         owing on such Receivable, (ii) naming the Seller as a loss payee and
         (iii) insuring against loss and damage due to fire, theft,
         transportation, collision and other risks generally covered by
         comprehensive and collision coverage.



                                       15
<PAGE>

                  (lii) The Dealer that sold each Receivable to BMW FS has
         entered into the Dealer Agreement and such Dealer Agreement, together
         with the assignment and related documentation signed by the Dealer,
         constitutes the entire agreement between BMW FS and the related Dealer
         with respect to the sale of such Receivable to BMW FS. Each such Dealer
         Agreement is in full force and effect and is the legal, valid and
         binding obligation of such Dealer, there have been no material defaults
         by BMW FS under such Dealer Agreement; BMW FS has fully performed all
         of its obligations under such Dealer Agreement; BMW FS has not made any
         statements or representations to such Dealer (whether written or oral)
         inconsistent with any term of such Dealer Agreement; the purchase price
         (as specified in the applicable Dealer Agreement) for such Receivable
         has been paid in full, other than any dealer reserve, by BMW FS; and
         any payment owed to such Dealer by BMW FS is a corporate obligation of
         BMW FS.

                  (liii) Each Receivable requires the Obligor to maintain the
         related Financed Vehicle in good and workable order and to obtain and
         maintain physical damage insurance on the related Financed Vehicle
         subject thereto and to name the Seller as a loss payee.

                  (liv) No Receivable constitutes a "consumer lease" under
         either (a) the UCC as in effect in the jurisdiction whose law governs
         the Receivable or (b) the Consumer Leasing Act, 15 USC 1667.

                                   ARTICLE IV

                                   CONDITIONS

         SECTION 4.01. Conditions to Obligation of the Depositor. The obligation
of the Depositor to purchase the Receivables is subject to the satisfaction of
the following conditions:

                  (a) Representations and Warranties True. The representations
and warranties of the Seller hereunder shall be true and correct on the Transfer
Date with the same effect as if then made, and the Seller shall have performed
all obligations to be performed by it hereunder on or prior to the Transfer
Date.

                  (b) Computer Files Marked. The Seller shall, at its own
expense, on or prior to the Transfer Date, indicate in its computer files that
the Receivables have been sold to the Depositor pursuant to this Agreement and
deliver to the Depositor the Schedule of Receivables, certified by the Seller's
President, Vice President or Treasurer to be true, correct and complete.

                  (c) Documents To Be Delivered by the Seller on the Transfer
Date:

                  (i) Reserved.



                                       16
<PAGE>

                  (ii) Evidence of UCC Filing. On or prior to the Closing Date,
         the Seller shall record and file, at its own expense, a UCC-1 financing
         statement in Delaware and Ohio and in each other jurisdiction required
         by applicable law, executed by the Seller, as seller or debtor, and
         naming the Depositor, as secured party, describing the Receivables and
         the other assets assigned to the Depositor pursuant to Section 2.01
         hereof meeting the requirements of the laws of each such jurisdiction
         and in such manner as is necessary to perfect the sale, transfer,
         assignment and conveyance of the Receivables and such other assets to
         the Depositor. The Seller shall deliver to the Depositor a file-stamped
         copy or other evidence satisfactory to the Depositor of such filing on
         or prior to the Transfer Date.

                  (iii) Opinions of Seller's Counsel. On or prior to the Closing
         Date, the Depositor shall have received the opinions of counsel to the
         Seller, in form and substance satisfactory to the Depositor, as to the
         matters set forth in Exhibit A hereto and such other matters as the
         Depositor has heretofore requested or may reasonably request.

                  (iv) Other Documents. Such other documents as the Depositor
         may reasonably request.

                  (d) Other Transactions. The transactions contemplated by the
Sale and Servicing Agreement, the Indenture and the Trust Agreement to be
consummated on the Transfer Date shall be consummated on such date.

         SECTION 4.02. Conditions to Obligation of the Seller. The obligation of
the Seller to sell the Receivables to the Depositor is subject to the
satisfaction of the following conditions:

                  (a) Representations and Warranties True. The representations
and warranties of the Depositor hereunder shall be true and correct on the
Transfer Date with the same effect as if then made, and the Depositor shall have
performed all obligations to be performed by it hereunder on or prior to the
Transfer Date.

                  (b) Receivables Purchase Price. On the Transfer Date, the
Depositor shall have delivered to the Seller the purchase price specified in
Section 2.01 hereof.

                  (c) Opinion of Counsel. The Depositor shall have furnished to
the Seller an Opinion of Counsel, dated the Closing Date, to the effect that:

                  (i) the Depositor has been duly formed and is validly existing
         as a limited liability company in good standing under the laws of the
         State of Delaware, with full corporate power and authority to own its
         properties and conduct its business as described in the Prospectus;


                                       17
<PAGE>

                  (ii) each of this Agreement, the Sale and Servicing Agreement
         and the Trust Agreement has been duly authorized, executed and
         delivered by the Depositor and constitutes a legal, valid and binding
         obligation of the Depositor, enforceable against the Depositor in
         accordance with its terms except as limited by bankruptcy, insolvency,
         reorganization, moratorium, fraudulent conveyance, receivership,
         conservatorship or similar laws relating to or affecting creditors'
         rights generally or the rights of creditors, or of the FDIC as insurer,
         regulator, conservator or receiver, of banks the accounts of which are
         insured by the FDIC in particular and except that such counsel need
         express no opinion as to the availability of equitable remedies or the
         enforceability of rights of indemnification for violations of federal
         securities laws;

                  (iii) no consent, approval, authorization or order of, or
         filing with, any court or governmental agency or body is required for
         the consummation by the Depositor of the transactions contemplated
         herein or in this Agreement, the Sale and Servicing Agreement, the
         Trust Agreement or the Indenture, except such as may be required under
         the blue sky or securities laws of any jurisdiction in connection with
         the purchase and sale of the Notes by the Underwriters, the filing of
         the UCC-1 financing statements relating to the conveyance of the
         Receivables and the other Trust Property by the Seller to the Depositor
         and of the Receivables and the other Trust Property by the Depositor to
         the Trust and by the Trust to the Indenture Trustee for the benefit of
         the Noteholders and the filing of the UCC-1 financing statements
         relating to the security interests in the Eligible Investments included
         in the Reserve Account, and such other approvals (which shall be
         specified in such opinion) as have been obtained and such filings as
         have been made or are in the process of being made;

                  (iv) none of the issue and sale of the Notes and Certificates,
         the execution and delivery of this Agreement, the Sale and Servicing
         Agreement or the Trust Agreement, the consummation of any other of the
         transactions herein or therein contemplated or the fulfillment of the
         terms hereof or thereof will conflict with, result in a breach or
         violation of, or constitute a default under, the limited liability
         company agreement of the Depositor or the terms of any indenture or
         other agreement or instrument known to such counsel and to which the
         Depositor is a party or by which it is bound, or any judgment, order or
         decree known to such counsel to be applicable to the Depositor of any
         court, regulatory body, administrative agency, governmental body, or
         arbitrator having jurisdiction over the Depositor; and

                  (v) the Registration Statement, and each amendment thereto, as
         of its effective date (other than any financial, numerical or
         statistical information contained or incorporated by reference therein,
         as to which such counsel need express no opinion) complied as to form
         in all material respects with the requirements of the Act and the Rules
         and Regulations.



                                       18
<PAGE>

                  (d) Other Transactions. The transactions contemplated by the
Sale and Servicing Agreement, the Indenture and the Trust Agreement to be
consummated on the Transfer Date shall be consummated on such date.

                                    ARTICLE V

                    COVENANTS OF THE SELLER AND THE DEPOSITOR

         The Seller and the Depositor agree with each other, respectively, and
the Indenture Trustee as follows:

         SECTION 5.01. Protection of Right, Title and Interest.

                  (a) Filings. The Seller shall cause at its own expense all
financing statements and continuation statements and any other necessary
documents covering the right, title and interest of the Seller, the Depositor,
the Trust and the Indenture Trustee, respectively, in and to the Receivables and
the other property included in the Trust Estate to be promptly filed and at all
times to be kept recorded, registered and filed, all in such manner and in such
places as may be required by law fully to preserve and protect the right, title
and interest of the Depositor hereunder, the Trust under the Sale and Servicing
Agreement and the Indenture Trustee under the Indenture in and to the
Receivables and the other property included in the Trust Estate. The Seller
shall deliver to the Depositor and the Indenture Trustee file stamped copies of,
or filing receipts for, any document recorded, registered or filed as provided
above, as soon as available following such recordation, registration or filing.
The Depositor shall cooperate fully with the Seller in connection with the
obligations set forth above and will execute any and all documents reasonably
required to fulfill the intent of this paragraph.

                  (b) Name Change. If the Seller makes any change in its
jurisdiction of organization (within the meaning of the applicable UCC), name or
corporate structure that would make any financing statement or continuation
statement filed in accordance with paragraph (a) above seriously misleading
within the applicable provisions of the UCC or any title statute, the Seller
shall give the Depositor, the Indenture Trustee and the Owner Trustee written
notice thereof at least 45 days prior to such change and shall promptly file
such financing statements or amendments as may be necessary to continue the
perfection of the Depositor's interest in the property conveyed pursuant to
Section 2.01.

         SECTION 5.02. Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the Basic Documents, the Seller shall not sell,
pledge, assign or transfer to any Person, or grant, create, incur, assume, or
suffer to exist any Lien on, or any interest in, to or under the Receivables,
and the Seller shall defend the right, title and interest of the Depositor, the
Trust and the Indenture Trustee in, to and under the Receivables against all
claims of third parties claiming through or under the Seller.


                                       19
<PAGE>

         SECTION 5.03. Costs and Expenses. BMW FS agrees to pay all reasonable
costs and disbursements in connection with the perfection, as against all third
parties, of the Depositor's, the Issuer's and the Indenture Trustee's right,
title and interest in and to the Receivables and the other property included in
the Trust Estate.

         SECTION 5.04. Hold Harmless. BMW FS shall protect, defend, indemnify
and hold the Depositor, the Issuer, the Underwriters and their respective
assigns and their employees, officers and directors harmless from and against
all losses, liabilities, claims and damages of every kind and character,
including any legal or other expenses reasonably incurred, as incurred,
resulting from or relating to or arising out of (i) the inaccuracy,
nonfulfillment or breach of any representation, warranty, covenant or agreement
made by the Seller in this Agreement, (ii) any legal action, including, without
limitation, any counterclaim, that has either been settled by the litigants or
has proceeded to judgment by a court of competent jurisdiction, in either case
to the extent it is based upon alleged facts that, if true, would constitute a
breach of any representation, warranty, covenant or agreement made by the Seller
in this Agreement, or (iii) any failure of a Receivable to be originated in
compliance with all applicable requirements of law. These indemnity obligations
shall be in addition to any obligation that the Seller may otherwise have.



                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         SECTION 6.01. Obligations of Seller. The obligations of the Seller
under this Agreement shall not be affected by reason of any invalidity,
illegality or irregularity of any Receivable.

         SECTION 6.02. Repurchase Events. The Seller hereby covenants and agrees
with the Depositor for the benefit of the Depositor, the Indenture Trustee, the
Issuer, the Owner Trustee, the Certificateholders and the Noteholders that the
occurrence of a breach of any of the Seller's representations and warranties
contained in Section 3.02(b) that materially and adversely affects the interests
of the Issuer, the Indenture Trustee, the Owner Trustee, the Certificateholders
or the Noteholders in any Receivable, without regard to any limitation set forth
in such representation or warranty concerning the knowledge of the Seller as to
the facts stated therein, shall constitute an event obligating the Seller to
repurchase the Receivables to which such failure or breach is applicable (each,
a "Repurchase Event"), at the Purchase Amount, from the Depositor or from the
Issuer, as applicable, unless any such failure or breach shall have been cured
by the last day of the first Collection Period following the discovery or notice
thereof by or to the Seller or the Servicer.

         SECTION 6.03. Depositor Assignment of Repurchased Receivables. With
respect to all Receivables repurchased by the Seller pursuant to this Agreement,


                                       20
<PAGE>

the Depositor shall assign, without recourse, representation or warranty, to the
repurchasing Seller all of the Depositor's right, title and interest in and to
such Receivables and all security and documents relating thereto.

         SECTION 6.04. Transfer to the Issuer. The Seller acknowledges and
agrees that (1) the Depositor will, pursuant to the Sale and Servicing
Agreement, transfer and assign the Receivables and assign its rights under this
Agreement with respect thereto to the Issuer and, pursuant to the Indenture, the
Issuer will pledge the Receivables to the Indenture Trustee, and (2) the
representations and warranties contained in this Agreement and the rights of the
Depositor under this Agreement, including under Section 6.02, are intended to
benefit the Issuer and the Noteholders. The Seller hereby consents to such
transfers and assignments and agrees that enforcement of a right or remedy
hereunder by the Indenture Trustee, the Owner Trustee or the Issuer shall have
the same force and effect as if the right or remedy had been enforced or
executed by the Depositor.

         SECTION 6.05. Amendment. This Agreement may be amended from time to
time, with prior written notice to the Rating Agencies, but without the consent
of the Noteholders or the Certificateholders, by a written amendment duly
executed and delivered by the Seller and the Depositor, 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
Noteholders or Certificateholders; provided that such amendment shall not, as
evidenced by an Opinion of Counsel, materially and adversely affect the interest
of any Noteholder or Certificateholder; provided further, that such action shall
not be deemed 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 person requesting the amendment obtains a letter from the
Rating Agencies stating that the amendment would not result in the downgrading
or withdrawal of the ratings of then assigned to the Notes or the Certificates.
This Agreement may also be amended by the Seller and the Depositor, with prior
written notice to the Rating Agencies and the prior written consent of Holders
of Notes evidencing at least a majority of the Outstanding Amount of the
Controlling Class of Notes and the Holders (as defined in the Trust Agreement)
of outstanding Certificates evidencing not less than a majority of the
outstanding Certificate Percentage Interests (as defined in the Trust
Agreement), for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment may (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 are required to be made for the benefit of
Noteholders or Certificateholders or (ii) reduce the aforesaid percentage of the
Notes or the Certificates that is required to consent to any such amendment,
without the consent of the Holders of all the outstanding Notes and
Certificates.

         SECTION 6.06. Waivers. No failure or delay on the part of the
Depositor, the Issuer or the Indenture Trustee in exercising any power, right or
remedy under this Agreement or the Bill of Sale shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or


                                       21
<PAGE>

remedy preclude any other or further exercise thereof or the exercise of any
other power, right or remedy.

         SECTION 6.07. Notices. All demands, notices and communications 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, to 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677,
Attention: Vice President of Finance and Risk; (b) in the case of the Servicer,
Administrator and Custodian, to 300 Chestnut Ridge Road, Woodcliff Lake, New
Jersey 07677, Attention: Vice President of Finance and Risk, (c) in the case of
the Seller, 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey 07677,
Attention: Vice President of Finance and Risk; (d) in the case of the Issuer or
the Owner Trustee, at the Corporate Trust Administration Department (as defined
in the Trust Agreement); (e) in the case of Moody's, to 99 Church Street, New
York, New York 10007, Attention: ABS Monitoring Department, (g) in the case of
Standard & Poor's, to 55 Water Street (40th Floor), New York, New York 10041,
Attention: Asset Backed Surveillance Department, and (h) in the case of Fitch,
to One State Street Plaza, New York, New York 10004 (telecopier no. (212)
635-0476) Attention: Asset Backed Surveillance; or, as to each of the foregoing,
at such other address as shall be designated by written notice to the other
parties.

         SECTION 6.08. Costs and Expenses. The Seller shall pay all expenses
incident to the performance of its obligations under this Agreement and the
Seller agrees to pay all reasonable out-of-pocket costs and expenses of the
Depositor, in connection with the perfection as against third parties of the
Depositor's, the Issuer's and the Indenture Trustee's right, title and interest
in and to the Receivables and the enforcement of any obligation of the Seller
hereunder.

         SECTION 6.09. Representations of the Seller and the Depositor. The
respective agreements, representations, warranties and other statements by the
Seller and the Depositor set forth in or made pursuant to this Agreement shall
remain in full force and effect and will survive the closing under Section 2.02
and the transfers and assignments referred to in Section 6.04.

         SECTION 6.10. Confidential Information. The Depositor agrees that it
will neither use nor disclose to any person the names and addresses of the
Obligors, except in connection with the enforcement of the Depositor's rights
hereunder, under the Receivables, under the Sale and Servicing Agreement or any
other Basic Document, or as required by any of the foregoing or by law.

         SECTION 6.11. Headings and Cross-References. The various headings in
this Agreement are included for convenience only and shall not affect the
meaning or interpretation of any provision of this Agreement. References in this
Agreement to section names or numbers are to such Sections of this Agreement.


                                       22
<PAGE>

         SECTION 6.12. Governing Law. THIS AGREEMENT AND THE ASSIGNMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER OR THEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 6.13. Counterparts. This Agreement may be executed in
counter-parts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

         SECTION 6.14. Third Party Beneficiary. The Indenture Trustee is an
express third party beneficiary of this Agreement and shall be entitled to
enforce the provisions of this Agreement as if it were a party hereto.

         SECTION 6.15. No Proceedings. So long as this Agreement is in effect,
and for one year plus one day following its termination, each of the Seller and
the Depositor agree that it will not file any involuntary petition or otherwise
institute any bankruptcy, reorganization arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy law or
similar law against the Trust.















                                       23
<PAGE>

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

                         BMW FINANCIAL SERVICES NA, LLC

                         By: /s/ Norbert Mayer
                            -----------------------------------
                         Name: Norbert Mayer
                         Title: Treasurer

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



                         BMW FS SECURITIES LLC

                         By: /s/ Norbert Mayer
                            -----------------------------------
                         Name: Norbert Mayer
                         Title: Treasurer

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












                                       24
<PAGE>

                                    EXHIBIT A

                MATTERS ADDRESSED IN OPINION OF SELLER'S COUNSEL





                                       25
<PAGE>

                                    EXHIBIT B

                              PROSPECTUS SUPPLEMENT





                                       26
<PAGE>

                                   SCHEDULE I

                             Schedule of Receivables
                             -----------------------

              [To be delivered to the Indenture Trustee at Closing]





                                       27
<PAGE>

                                   SCHEDULE II

                          Location of Receivable Files
                          ----------------------------



BMW Financial Services NA, LLC
5515 Park Center Circle
Dublin, Ohio 43017












                                       28
<PAGE>

                                  SCHEDULE III

                            Receivable File Schedule
                            ------------------------

1.       All documents obtained or created in connection with the credit
         investigation.

2.       All Obligor records including without limitation (i) file copy of such
         Receivable; (ii) copy Dealer assignment (if applicable) and any
         intervening assignments; (iii) warranty copy (if applicable); (iv)
         credit life insurance policy (if applicable); (v) proof of auto
         insurance or obligor agreement to provide such insurance; (vi) title
         application; (vii) contract verification sheet and (viii) original
         application or electronic copy thereof.

3.       Original document envelope together with all documents maintained
         therein.

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











                                       29

</TEXT>
</DOCUMENT>
