BMW VEHICLE OWNER TRUST 2003-A
10.1
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>jd4-30amended_trust.txt
<DESCRIPTION>10.1
<TEXT>
                                                                  Exhibit 10.1


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





                      AMENDED AND RESTATED TRUST AGREEMENT


                                     between


                              BMW FS SECURITIES LLC
                                  as Depositor,


                                       and


                            WILMINGTON TRUST COMPANY,
                                as Owner Trustee


                            Dated as of April 1, 2003






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


<PAGE>
<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                                                                                                                        PAGE
<S>        <C>                    <C>                                                                               <C>
ARTICLE I                 DEFINITIONS.....................................................................................1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

           Section 3.01.            Initial Ownership.....................................................................7

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

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

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

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

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

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

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

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

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

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

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


                                       i
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                                                        PAGE

ARTICLE IV                ACTIONS BY OWNER TRUSTEE.......................................................................16

           Section 4.01.            Prior Notice with Respect to Certain Matters.........................................16

           Section 4.02.            Action by Servicer with Respect to Certain Matters...................................18

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

           Section 4.04.            Restrictions on Servicer's Power.....................................................18

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

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

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

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

           Section 5.03.            Method of Payment....................................................................19

           Section 5.04.            Accounting and Reports to Certificateholders, the Internal Revenue Service and Others19

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

ARTICLE VI                AUTHORITY AND DUTIES OF OWNER TRUSTEE..........................................................20

           Section 6.01.            General Authority....................................................................20

           Section 6.02.            General Duties.......................................................................20

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

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

           Section 6.05.            No Action Except Under Specified Documents or Instructions...........................22

           Section 6.06.            Restrictions.........................................................................22

ARTICLE VII               CONCERNING THE OWNER TRUSTEE...................................................................22

           Section 7.01.            Acceptance of Trusts and Duties......................................................22

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

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

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

           Section 7.05.            Not Acting in Individual Capacity....................................................25

           Section 7.06.            Owner Trustee Not Liable for Trust Certificates or for Receivables...................25


                                       ii
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)
                                                                                                                        PAGE

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

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

           Section 7.09.            Paying Agent; Authenticating Agent...................................................26

           Section 7.10.            Licenses.............................................................................26

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

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

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

           Section 8.03.            Payments to the Owner Trustee........................................................27

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

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

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

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

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

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

           Section 10.04.           Merger or Consolidation of Owner Trustee.............................................30

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

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

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

           Section 11.02.           No Legal Title to Trust Estate in Certificateholders.................................33

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

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

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

           Section 11.06.           Separate Counterparts................................................................34

           Section 11.07.           Successors and Assigns...............................................................34

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

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

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

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

           Section 11.12.           Governing Law........................................................................36


</TABLE>

                                      iii
<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)


Exhibit A  Form of Trust Certificate                                      A-1
Exhibit B  Assignment                                                     B-1
Exhibit C  Form of Transferee Certificate                                 C-1
Exhibit D  Form of Certificate of Trust of BMW Vehicle
           Owner Trust 2003-A                                             D-1




                                       iv


<PAGE>
           THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of April 1, 2003,
is between BMW FS SECURITIES LLC, a Delaware limited liability company, as
depositor (the "Depositor"), and WILMINGTON TRUST COMPANY, a Delaware banking
corporation, as owner trustee (the "Owner Trustee").

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

                                   ARTICLE I

                                   DEFINITIONS

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

           "Administration Agreement" shall mean the Owner Trust Administration
Agreement dated as of April 1, 2003, among the Trust, BMW Financial Services NA,
LLC, as Owner Trust Administrator and Citibank, N.A., as Indenture Trustee.

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

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

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

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

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

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

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

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

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


                                       1
<PAGE>
           "Corporate Trust Office" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration, or at such other address in the State
of Delaware as the Owner Trustee may designate by notice to the
Certificateholders and the Depositor, or the principal corporate trust office of
any successor Owner Trustee at the address (which shall be in the State of
Delaware) designated by such successor Owner Trustee by notice to the
Certificateholders and the Depositor.

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

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

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

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

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

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

           "Indenture" shall mean the Indenture, dated as of April 1, 2003,
between the Trust and Citibank, N.A., as Indenture Trustee.

           "Indenture Trustee" shall mean Citibank, N.A., a national banking
association.

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

           "Paying Agent" shall mean any paying agent or co-paying agent
appointed pursuant to Section 3.09 and shall initially be Citibank, N.A.

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

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

           "Sale and Servicing Agreement" shall mean the Sale and Servicing
Agreement dated as of April 1, 2003, among the Depositor, BMW Financial Services


                                       2
<PAGE>
NA, LLC, as Seller, Servicer, Custodian and Administrator, the Trust and the
Indenture Trustee, as the same may be amended or supplemented from time to time.

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

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

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

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

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

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

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

           Section 1.02. Other Definitional Provisions.

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

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

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


                                       3
<PAGE>
           (d) The words "hereof," "herein," "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement; Section and Exhibit
references contained in this Agreement are references to Sections and Exhibits
in or to this Agreement unless otherwise specified; and the term "including"
shall mean "including without limitation".

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

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

                                   ARTICLE II

                                  ORGANIZATION

           Section 2.01. Name. The Trust created hereby shall be known as "BMW
Vehicle Owner Trust 2003-A," in which name the Owner Trustee may conduct the
business of the Trust, make and execute contracts and other instruments on
behalf of the Trust and sue and be sued.

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

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

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

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

           (c) to Grant the Trust Estate pursuant to the Indenture and to hold,
manage and distribute to the Certificateholders pursuant to the terms of this


                                       4
<PAGE>
Agreement and the Sale and Servicing Agreement any portion of the Trust Estate
released from the Lien of, and remitted to the Trust pursuant to, the Indenture;

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

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

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

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

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

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

           Section 2.06. Declaration of Trust. The Owner Trustee hereby declares
that it will hold the Trust Estate in trust upon and subject to the conditions
set forth herein for the use and benefit of the Certificateholders, subject to
the obligations of the Trust under the Basic Documents. It is the intention of
the parties hereto that the Trust constitute a statutory trust under the
Statutory Trust Statute and that this Agreement constitute the governing
instrument of such statutory trust. It is the intention of the parties hereto
that, for income and franchise tax purposes, until the Trust Certificates are
held by other than the Depositor, the Trust will be disregarded as an entity
separate from the Depositor and the Notes will be characterized as debt. At such
time that the Trust Certificates are held by more than one Person, it is the
intention of the parties hereto that, for income and franchise tax purposes, the
Trust shall be treated as a partnership, with the assets of the partnership
being the Receivables and other assets held by the Trust, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. The Depositor and the Certificateholders by acceptance of a Trust
Certificate agree to such treatment and agree to take no action inconsistent


                                       5
<PAGE>
with such treatment. The parties agree that, unless otherwise required by
appropriate tax authorities, until the Trust Certificates are held by more than
one Person the Trust will not file or cause to be filed annual or other
necessary returns, reports and other forms consistent with the characterization
of the Trust as an entity separate from its owner. Effective as of the date
hereof, the Owner Trustee shall have all rights, powers and duties set forth
herein and in the Statutory Trust Statute with respect to accomplishing the
purposes of the Trust as set forth in Section 2.03.

           Section 2.07. [Reserved].

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

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

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

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

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

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


                                       6
<PAGE>
           (d) The Depositor has duly executed and delivered this Agreement, and
this Agreement constitutes a legal, valid and binding obligation of the
Depositor, enforceable against the Depositor, in accordance with its terms.

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

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

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

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

                                  ARTICLE III

                  TRUST CERTIFICATES AND TRANSFER OF INTERESTS
                  --------------------------------------------

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


                                       7
<PAGE>
           Section 3.02. The Trust Certificates. The Trust Certificates shall be
substantially in the form of Exhibit A. The Trust Certificates shall be executed
on behalf of the Trust by manual or facsimile signature of an authorized officer
of the Owner Trustee. Trust Certificates bearing the manual or facsimile
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign on behalf of the Trust, shall be validly issued
and entitled to the benefit of this Agreement and shall be valid and binding
obligations of the Trust, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the authentication and delivery
of such Trust Certificates or did not hold such offices at the date of
authentication and delivery of such Trust Certificates.

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

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

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

           Upon surrender for registration of transfer of any Trust Certificate
at the office or agency maintained pursuant to Section 3.08, the Owner Trustee
shall execute, authenticate and deliver (or shall cause Citibank, N.A. as its
authenticating agent to authenticate and deliver), in the name of the designated
transferee or transferees, one or more new Trust Certificates of a like
Certificate Percentage Interest dated the date of authentication by the Owner
Trustee or any authenticating agent. At the option of a Certificateholder, Trust
Certificates may be exchanged for other Trust Certificates of a like aggregate
Certificate Percentage Interest upon surrender of the Trust Certificates to be
exchanged at the office or agency maintained pursuant to Section 3.08.


                                       8
<PAGE>
           Every Trust Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to the Owner Trustee and the Certificate Registrar duly
executed by the related Certificateholder or such Certificateholder's attorney
duly authorized in writing. Each Trust Certificate surrendered for registration
of transfer or exchange shall be cancelled and subsequently disposed of by the
Owner Trustee in accordance with its customary practice.

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

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

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

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

Section 3.06. Persons Deemed Owners. Prior to due presentation of a Trust
Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any Paying Agent may treat the Person in whose name any Trust
Certificate is registered in the Certificate Register as the owner of such Trust
Certificate for the purpose of receiving distributions pursuant to Section 5.02
and for all other purposes whatsoever, and none of the Owner Trustee, the
Certificate Registrar or any Paying Agent shall be bound by any notice to the
contrary.


                                       9
<PAGE>
           Section 3.07. Access to List of Certificateholders' Names and
Addresses. The Owner Trustee shall furnish or cause to be furnished to the
Servicer, the Paying Agent and the Depositor, within 15 days after receipt by
the Owner Trustee of a written request therefor from the Servicer, the Paying
Agent or the Depositor, a list, in such form as the Servicer or the Depositor
may reasonably require, of the names and addresses of the Certificateholders as
of the most recent Record Date. The Certificate Registrar shall also furnish to
the Owner Trustee and the Paying Agent a copy of such list at any time there is
a change therein. If (i) three or more Certificateholders or (ii) one or more
Holders of Trust Certificates evidencing not less than 50% of the Certificate
Percentage Interests apply in writing to the Owner Trustee, and such application
states that the applicants desire to communicate with other Certificateholders
with respect to their rights under this Agreement or under the Trust
Certificates and such application is accompanied by a copy of the communication
that such applicants propose to transmit, then the Owner Trustee shall, within
five Business Days after the receipt of such application, afford such applicants
access during normal business hours to the current list of Certificateholders.
Each Certificateholder, by receiving and holding a Trust Certificate, shall be
deemed to have agreed not to hold any of the Depositor, the Certificate
Registrar or the Owner Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived. The Certificate Registrar shall upon the request of the Owner Trustee
provide such list, or access to such list, of Certificateholders as contemplated
by this Section.

           Section 3.08. Maintenance of Office or Agency. The Owner Trustee
shall designate in the Borough of Manhattan, the City of New York, an office or
offices or agency or agencies where Trust Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Owner Trustee in respect of the Trust Certificates and the Basic Documents
may be served. The Owner Trustee initially designates Citibank, N.A. located at
111 Wall Street, 14th Floor, New York, New York 10005 as its office for such
purposes. The Owner Trustee shall give prompt written notice to the Depositor
and the Certificateholders of any change in the location of the Certificate
Register or any such office or agency.

           Section 3.09. Appointment of Paying Agent. The Paying Agent shall
make distributions to Certificateholders from the Certificate Distribution
Account pursuant to Section 5.02 and shall report the amounts of such
distributions to the Owner Trustee. Any Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Owner Trustee may
revoke such power and remove the Paying Agent if the Owner Trustee determines in
its sole discretion that the Paying Agent shall have failed to perform its
obligations under this Agreement in any material respect; provided, however, the
Owner Trustee shall have no duty to monitor or oversee the compliance by the
Paying Agent of its obligations under this Agreement or any other Basic
Document. The Paying Agent initially shall be Citibank, N.A., and any co-paying
agent chosen by Wilmington Trust Company. Citibank, N.A. shall be permitted to
resign as Paying Agent upon 30 days written notice to the Owner Trustee. In the


                                       10
<PAGE>
event that Citibank, N.A. shall no longer be the Paying Agent, the Depositor,
with the consent of the Owner Trustee, shall appoint a successor to act as
Paying Agent (which shall be a bank or trust company). The Owner Trustee shall
cause such successor Paying Agent or any additional Paying Agent appointed
hereunder to execute and deliver to the Owner Trustee an instrument in which
such successor Paying Agent or additional Paying Agent shall agree with the
Owner Trustee that, as Paying Agent, such successor Paying Agent or additional
Paying Agent will hold all sums, if any, held by it for payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. The Paying
Agent shall return all unclaimed funds to the Owner Trustee and upon removal of
a Paying Agent such Paying Agent shall also return all funds in its possession
to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall
apply to the Owner Trustee also in its role as Paying Agent, for so long as the
Owner Trustee shall act as Paying Agent and, to the extent applicable, to any
other paying agent appointed hereunder. Any reference in this Agreement to the
Paying Agent shall include any co-paying agent unless the context requires
otherwise.

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

           Section 3.11. Transfer Restrictions. (a) No Trust Certificate may be
resold, assigned or transferred (including by pledge or hypothecation) unless
such resale, assignment or transfer is (i) pursuant to an effective registration
statement under the Securities Act and any applicable state securities or "Blue
Sky" laws, (ii) pursuant to Rule 144A promulgated under the Securities Act
("Rule 144A") or (iii) pursuant to another exemption from the registration
requirements of the Securities Act and subject to the receipt by the Owner
Trustee and the Depositor of (A) a certification by the prospective transferee
of the facts surrounding such transfer, which certification shall be in form and
substance satisfactory to the Owner Trustee and the Depositor and (B) if
requested by the Owner Trustee, an opinion of counsel (which will not be at the
expense of the Owner Trustee), satisfactory to the Depositor and the Owner
Trustee, to the effect that the transfer is in compliance with the Securities
Act, and, in each case, in compliance with any applicable securities or "Blue
Sky" laws of any State of the United States of America. In addition, each


                                       11
<PAGE>
transferee shall provide to the Owner Trustee its tax identification number,
address, nominee name (if applicable) and wire transfer instructions. Prior to
any resale, assignment or transfer of the Trust Certificates described in clause
(ii) above, each prospective purchaser of the Trust Certificates shall have
acknowledged, represented and agreed as follows:

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

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

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

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


                                       12
<PAGE>
          (5)  It understands that the Trust Certificates will bear legends
               substantially as set forth in Section 3.12.

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

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

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

          (9)  It understands that no subsequent transfer of the Trust
               Certificates is permitted unless (A) such transfer is of a Trust
               Certificate with a Certificate Percentage Interest of at least
               5%, (B) it causes its proposed transferee to provide to the Trust
               and the Depositor a letter substantially in the form of Exhibit C
               attached hereto, or such other written statement as the Depositor
               shall prescribe and (C) the Trust consents in writing to the
               proposed transfer, which consent shall be granted unless the
               Depositor determines that such transfer would create a risk that
               the Trust would be classified for federal or any applicable state
               tax purposes as an association (or a publicly traded partnership)
               taxable as a corporation; provided, however, that any attempted
               transfer that would either cause the number of -------- -------
               registered holders of Trust Certificates in the aggregate to
               exceed 100 shall be a void transfer.

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

          (11) It is a "United States person" within the meaning of Section
               7701(a)(30) of the Code.


                                       13
<PAGE>
          (12) It acknowledges that the Owner Trustee, the Depositor, and their
               Affiliates, and others will rely upon the truth and accuracy of
               the foregoing acknowledgments, representations and agreements.

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

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

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

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

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

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

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


                                       14
<PAGE>
           THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH TRUST
CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS
THE TRUST CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO SUCH PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE
INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM
NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (B) TO A UNITED STATES PERSON WITHIN THE MEANING OF
SECTION 7701(a)(30) OF THE CODE, (C) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (D) SUCH RESALE, ASSIGNMENT, PLEDGE OR
OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR "BLUE SKY" LAWS, IN
SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING
SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR
THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR
JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY
PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL
CONTINUE TO BE TREATED AS THE OWNER OF THE TRUST CERTIFICATE FOR ALL PURPOSES.

           NO TRUST CERTIFICATE OR INTEREST THEREIN MAY be acquired by or for
the account of (i) an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is subject to the provisions of Title I of ERISA, (ii) a "plan"
described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying
assets include plan assets by reason of a plan's investment in the entity (each,


                                       15
<PAGE>
a "Benefit Plan"). By accepting and holding a Trust Certificate, the Holder
thereof shall be deemed to have represented and warranted that it is not a
Benefit Plan.

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE
                            ------------------------

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

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

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

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

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

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

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

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


                                       16
<PAGE>
                (h) the consent to the assignment by the Indenture Trustee or
Servicer of their respective obligations under any Basic Document, unless
permitted in the Basic Documents;

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

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

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

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

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

                (n) confess a judgment against the Trust;

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

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

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

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

           The Owner Trustee shall not have the power, except upon the direction
of the Servicer and to the extent otherwise consistent with the Basic Documents,
to (i) remove or replace the Indenture Trustee, (ii) institute proceedings to
have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent
to the institution of bankruptcy or insolvency proceedings against the Trust,
(iv) file a petition or consent to a petition seeking reorganization or relief
on behalf of the Trust under any applicable federal or state law relating to
bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or any similar official) of the Trust or a substantial
portion of the property of the Trust, (vi) make any assignment for the benefit
of the Trust's creditors, (vii) cause the Trust to admit in writing its


                                       17
<PAGE>
inability to pay its debts generally as they become due, (viii) take any action,
or cause the Trust to take any action, in furtherance of any of the foregoing
(any of the above, a "Bankruptcy Action"). So long as the Indenture remains in
effect, no Certificateholder shall have the power to take, and shall not take,
any Bankruptcy Action with respect to the Trust or direct the Owner Trustee to
take any Bankruptcy Action with respect to the Trust.

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

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

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

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

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES
                   ------------------------------------------

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


                                       18
<PAGE>
"BMW Vehicle Owner Trust 2003-A: Certificate Distribution Account for the
benefit of the Certificateholders". The Trust shall possess all right, title and
interest in all funds on deposit from time to time in the Certificate
Distribution Account and in all proceeds thereof. Except as otherwise expressly
provided herein, the Certificate Distribution Account shall be under the sole
dominion and control of the Owner Trustee for the benefit of the
Certificateholders. If, at any time, the Certificate Distribution Account ceases
to be an Eligible Deposit Account, the Paying Agent shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Certificate Distribution Account, as
applicable, as an Eligible Deposit Account and shall transfer any cash or any
investments to such new Certificate Distribution Account.

           Section 5.02. Application of Trust Funds.

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

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

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

           Section 5.04. Accounting and Reports to Certificateholders, the
Internal Revenue Service and Others. At such time as there is more than one
Certificateholder (for tax purposes) the Owner Trustee shall (a) unless
otherwise required under the Code, maintain (or cause to be maintained) the
books of the Trust on a calendar year basis and the accrual method of
accounting, (b) deliver (or cause to be delivered) to each Certificateholder, as
may be required by the Code and applicable Treasury Regulations, such
information as may be required (including Schedule K-1) to enable each
Certificateholder to prepare its federal and state income tax returns, (c) file
(or cause to be filed) such tax returns relating to the Trust (including a


                                       19
<PAGE>
partnership information return, IRS Form 1065), and make such elections as from
time to time may be required or appropriate under any applicable state or
federal statute or any rule or regulation thereunder so as to maintain the
Trust's characterization either a disregarded entity or as a partnership for
federal income tax purposes (as appropriate) and (d) cause such tax returns to
be signed in the manner required by law. The parties to this Agreement agree and
acknowledge that the Administrator shall perform the duties and obligations of
the Owner Trustee under this Section in accordance with the Administration
Agreement.

           Section 5.05. Signature on Returns; Tax Matters Partner.

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

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

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

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

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

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


                                       20
<PAGE>
           (b) to cooperate with the Administrator in carrying out the
Administrator's obligation to qualify and preserve the Trust's qualification to
do business in each jurisdiction, if any, in which such qualification is or
shall be necessary to protect the validity and enforceability of the Indenture,
the Notes, the Receivables and any other instrument and agreement included in
the Trust Estate; provided that the Owner Trustee may rely on advice of counsel
with respect to such obligation.

           Section 6.03. Action upon Instruction.

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

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

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

           (d) In the event that the Owner Trustee is unsure as to the
application of any provision of this Agreement or any Basic Document or any such
provision is ambiguous as to its application, or is, or appears to be, in
conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to take
with respect to a particular set of facts, the Owner Trustee may give notice (in
such form as shall be appropriate under the circumstances) to the Servicer
requesting instruction and, to the extent that the Owner Trustee acts or
refrains from acting in good faith in accordance with any such instruction
received, the Owner Trustee shall not be liable, on account of such action or
inaction, to any Person. If the Owner Trustee shall not have received
appropriate instruction within 10 days of such notice (or within such shorter


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<PAGE>
period of time as reasonably may be specified in such notice or may be necessary
under the circumstances) it may, but shall be under no duty to, take or refrain
from taking such action not inconsistent with this Agreement or the Basic
Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

           Section 6.04. No Duties Except as Specified in this Agreement or in
Instructions. The Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner Trustee or the Trust is a party, except as expressly provided
by the terms of this Agreement or in any document or written instruction
received by the Owner Trustee pursuant to Section 6.03; and no implied duties or
obligations shall be read into this Agreement or any Basic Document against the
Owner Trustee. The Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or Lien
granted to it hereunder or to prepare or file any Securities and Exchange
Commission filing for the Trust or to record this Agreement or any Basic
Document. The Owner Trustee nevertheless agrees that it will, at its own cost
and expense, promptly take all action as may be necessary to discharge any Liens
on any part of the Trust Estate that result from actions by, or claims against,
the Owner Trustee in its individual capacity that are not related to the
ownership or the administration of the Trust Estate.

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

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

                                  ARTICLE VII

                          CONCERNING THE OWNER TRUSTEE

           Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee
accepts the trusts hereby created and agrees to perform its duties hereunder
with respect to such trusts, but only upon the terms of this Agreement. The
Owner Trustee also agrees to disburse all moneys actually received by it
constituting part of the Trust Estate upon the terms of the Basic Documents and
this Agreement. The Owner Trustee shall not be answerable or accountable


                                       22
<PAGE>
hereunder or under any Basic Document under any circumstances, except (i) for
its own willful misconduct or gross negligence or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.03 expressly
made by the Owner Trustee. In particular, but not by way of limitation (and
subject to the exceptions set forth in the preceding sentence):

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

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

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

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

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

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

                (g) the Owner Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Agreement, or to institute,
conduct or defend any litigation under this Agreement or otherwise or in
relation to this Agreement or any Basic Document, at the request, order or
direction of the Servicer, unless such Servicer have offered to the Owner


                                       23
<PAGE>
Trustee security or indemnity satisfactory to it against the costs, expenses and
liabilities that may be incurred by the Owner Trustee therein or thereby. The
right of the Owner Trustee to perform any discretionary act enumerated in this
Agreement or in any Basic Document shall not be construed as a duty, and the
Owner Trustee shall not be answerable for other than its gross negligence or
willful misconduct in the performance of any such act; and

                (h) the Certificateholders agree that during such time as the
Owner Trustee is acting at the direction of the Servicer any fiduciary duties or
liabilities of the Owner Trustee to the Certificateholders in connection
therewith shall be deemed not to violate any fiduciary duties owed by the Owner
Trustee to the Certificateholders. However, in no event shall the Owner Trustee
be deemed to owe any fiduciary duties to the Servicer.

           Section 7.02. Furnishing of Documents. The Owner Trustee shall
furnish to the Certificateholders, promptly upon receipt of a written request
therefor, duplicates or copies of all reports, notices, requests, demands,
certificates, financial statements and any other instruments furnished to the
Owner Trustee under the Basic Documents.

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

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

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

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

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


                                       24
<PAGE>
           Section 7.04. Reliance; Advice of Counsel.

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

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

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

                Section 7.06. Owner Trustee Not Liable for Trust Certificates or
for Receivables. The recitals contained herein and in the Trust Certificates
(other than the signature and countersignature of the Owner Trustee on the Trust
Certificates) shall be taken as the statements of the Depositor, and the Owner
Trustee assumes no responsibility for the correctness thereof. Except as set
forth in Section 7.03, the Owner Trustee makes no representations as to the
validity or sufficiency of this Agreement, of any Basic Document or of the Trust
Certificates (other than the signature and countersignature of the Owner Trustee
on the Trust Certificates) or the Notes, or of any Receivable or related
documents. The Owner Trustee shall at no time have any responsibility or
liability for or with respect to the legality, validity and enforceability of
any Receivable or the perfection and priority of any security interest created
by any Receivable in any Financed Vehicle or the maintenance of any such
perfection and priority, or for or with respect to the sufficiency of the Trust
Estate or its ability to generate the payments to be distributed to the


                                       25
<PAGE>
Certificateholders under this Agreement or the Noteholders under the Indenture,
including, without limitation: the existence, condition and ownership of any
Financed Vehicle; the existence and enforceability of any insurance thereon; the
existence and contents of any Receivable on any computer or other record
thereof; the validity of the assignment of any Receivable to the Trust or of any
intervening assignment; the completeness of any Receivable; the performance or
enforcement of any Receivable; the compliance by the Depositor or the Servicer
with any warranty or representation made under any Basic Document or in any
related document or the accuracy of any such warranty or representation, or any
action of the Administrator, the Indenture Trustee or the Servicer or any
subservicer taken in the name of the Owner Trustee.

           Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Trust Certificates or Notes and may deal with the Depositor, the
Administrator, the Indenture Trustee and the Servicer in banking transactions
with the same rights as it would have if it were not Owner Trustee.

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

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

           Section 7.10. Licenses. The Owner Trustee shall cooperate with and
act at the written direction of the Administrator in assisting the Administrator
in carrying out the Administrator's obligation to cause the Trust to maintain
the effectiveness of all sales finance company licenses required under the


                                       26
<PAGE>
Maryland Code and all licenses required under the Pennsylvania Motor Vehicle
Sales Finance Act (including executing on behalf of the Trust any license
applications required to be signed by the Trust that are presented to the Owner
Trustee by the Administrator in execution form), in connection with this
Agreement and the other Basic Documents and the transactions contemplated hereby
and thereby until such time as the Trust shall terminate in accordance with the
terms hereof.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

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

           Section 8.02. Indemnification. The Administrator shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from and
against, any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature whatsoever
(collectively, "Expenses") which may at any time be imposed on, incurred by, or
asserted against the Owner Trustee or any Indemnified Party in any way relating
to or arising out of this Agreement, the Basic Documents, the Trust Estate, the
administration of the Trust Estate or the action or inaction of the Owner
Trustee hereunder, except only that the Administrator shall not be liable for or
required to indemnify an Indemnified Party from and against Expenses arising or
resulting from any of the matters described in the third sentence of Section
7.01. The indemnities contained in this Section shall survive the resignation or
termination of the Owner Trustee or the termination of this Agreement. In any
event of any claim, action or proceeding for which indemnity will be sought
pursuant to this Section, the Indemnified Party's choice of legal counsel shall
be subject to the approval of the Administrator, which approval shall not be
unreasonably withheld.

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


                                       27
<PAGE>
                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

           Section 9.01. Termination of Trust Agreement.

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

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

                (c) Notice of any termination of the Trust, specifying the
Payment Date upon which Certificateholders shall surrender their Trust
Certificates to the Paying Agent for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to the
Certificateholders mailed within five Business Days of receipt of notice of such
termination from the Servicer given pursuant to Section 9.01 of the Sale and
Servicing Agreement, stating (i) the Payment Date upon or with respect to which
final payment of the Trust Certificates shall be made upon presentation and
surrender of the Trust Certificates at the office of the Paying Agent therein
designated, (ii) the amount of any such final payment and (iii) that the Record
Date otherwise applicable to such Payment Date is not applicable, payments being
made only upon presentation and surrender of the Trust Certificates at the
office of the Paying Agent therein specified. The Owner Trustee shall give such
notice to the Certificate Registrar (if other than the Owner Trustee) and the
Paying Agent at the time such notice is given to the Certificateholders. Upon
presentation and surrender of the Trust Certificates, the Paying Agent shall
cause to be distributed to the Certificateholders amounts distributable on such
Payment Date pursuant to Section 5.02.

           In the event that all of the Certificateholders shall not surrender
their Trust Certificates for cancellation within six months after the date
specified in the above mentioned written notice, the Owner Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Trust Certificates for cancellation and receive the final distribution with
respect thereto. If within one year after the second notice all the Trust
Certificates shall not have been surrendered for cancellation, the Owner Trustee
may take appropriate steps, or may appoint an agent to take appropriate steps,
to contact the remaining Certificateholders concerning surrender of their Trust
Certificates, and the cost thereof shall be paid out of the funds and other


                                       28
<PAGE>
assets that shall remain subject to this Agreement. Any funds remaining in the
Trust after exhaustion of such remedies shall be distributed by the Owner
Trustee to the holder of the residual interest in the Trust, subject to
applicable escheat laws.

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

                                   ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES
             ------------------------------------------------------

           Section 10.01. Eligibility Requirements for Owner Trustee. The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Statutory Trust Statute; authorized to exercise corporate trust
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authorities; and
having (or having a parent that has) time deposits that are rated at least "A-1"
by Standard & Poor's and "Prime-1" by Moody's, or which is otherwise acceptable
to each Rating Agency. If such corporation shall publish reports of condition at
least annually pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purpose of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Owner Trustee shall cease to be eligible
in accordance with the provisions of this Section, the Owner Trustee shall
resign immediately in the manner and with the effect specified in Section 10.02.

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

           If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.01 and shall fail to resign after
written request therefor by the Administrator, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged bankrupt or
insolvent, or a receiver of the Owner Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the Owner
Trustee or of its property or affairs for the purpose of rehabilitation,


                                       29
<PAGE>
conservation or liquidation, then the Administrator may remove the Owner
Trustee. If the Administrator shall remove the Owner Trustee under the authority
of the immediately preceding sentence, the Administrator shall promptly appoint
a successor Owner Trustee by written instrument, in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing
Owner Trustee.

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

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

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

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

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

           Section 10.04. Merger or Consolidation of Owner Trustee. Any Person
into which the Owner Trustee may be merged or converted or with which it may be


                                       30
<PAGE>
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Owner Trustee shall be a party, or any Person
succeeding to all or substantially all of the statutory trust business of the
Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
the execution or filing of any instrument or any further act on the part of any
of the parties hereto, anything herein to the contrary notwithstanding;
provided, that such Person shall be eligible pursuant to Section 10.01; and
provided further, that the Owner Trustee shall mail notice of such merger or
consolidation to each Rating Agency; and provided further, that such successor
Owner Trustee shall file an amendment to the Certificate of Trust as described
in Section 10.03.

           Section 10.05. Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Estate or any Financed Vehicle may at the time be located, the
Administrator and the Owner Trustee acting jointly shall have the power and
shall execute and deliver all instruments to appoint one or more Persons
approved by the Administrator and Owner Trustee to act as co-trustee, jointly
with the Owner Trustee, or as separate trustee or separate trustees, of all or
any part of the Trust Estate, and to vest in such Person, in such capacity, such
title to the Trust Estate or any part thereof and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and trusts
as the Administrator and the Owner Trustee may consider necessary or desirable.
If the Administrator shall not have joined in such appointment within 15 days
after the receipt by it of a request so to do, the Owner Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee under
this Agreement shall be required to meet the terms of eligibility as a successor
Owner Trustee pursuant to Section 10.01 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.03.

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

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

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

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


                                       31
<PAGE>
           Any notice, request or other writing given to the Owner Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article. Each separate trustee and co-trustee, upon its
acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Owner
Trustee or separately, as may be provided therein, subject to all the provisions
of this Agreement, specifically including every provision of this Agreement
relating to the conduct of, affecting the liability of, or affording protection
to, the Owner Trustee. Each such instrument shall be filed with the Owner
Trustee and a copy thereof given to the Administrator.

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

                                   ARTICLE XI

                                  MISCELLANEOUS
                                  -------------

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

           This Agreement may also be amended from time to time by the Depositor
and the Owner Trustee, with prior written notice to each Rating Agency, with the
consent of the Holders (as defined in the Indenture) of the Controlling Class of
Notes evidencing not less than a majority of the Outstanding Amount of the Notes
and the consent of the Holders of Trust Certificates evidencing not less than a
majority of the aggregate 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


                                       32
<PAGE>
Noteholders or the Certificateholders; provided, however, that no such amendment
shall (a) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, collections of payments on Receivables or distributions that
shall be required to be made for the benefit of the Noteholders or the
Certificateholders or (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Certificate Percentage Interest required to consent
to any such amendment, without the consent of the Holders of all
then-outstanding Notes and Trust Certificates.

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

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

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

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

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

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


                                       33
<PAGE>
           Section 11.03. Limitations on Rights of Others. The provisions of
this Agreement are solely for the benefit of the Owner Trustee, the Depositor,
the Certificateholders, the Administrator and, to the extent expressly provided
herein, the Indenture Trustee and the Noteholders, and nothing in this
Agreement, whether express or implied, shall be construed to give to any other
Person any legal or equitable right, remedy or claim in the Trust Estate or
under or in respect of this Agreement or any covenants, conditions or provisions
contained herein.

           Section 11.04. Notices.

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

                (b) Any notice required or permitted to be given to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such Certificateholder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not such
Certificateholder receives such notice.

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

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

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


                                       34
<PAGE>
           Section 11.08. Covenants of the Depositor. The Depositor will not at
any time institute against the Trust any bankruptcy proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Trust Certificates, the Notes, this Agreement or any
of the other Basic Documents.

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

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

           (b) In furtherance of and not in derogation of the foregoing, to the
extent the Depositor enters into other securitization transactions, each
Certificateholder, by accepting a Trust Certificate, acknowledges and agrees
that it shall have no right, title or interest in or to any assets or interests
therein of the Depositor (other than the Trust Estate and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by the
Depositor to another securitization trust or other Person or Persons in
connection therewith (whether by way of a sale, capital contribution or by
virtue of the granting of a lien) ("Other Assets"). To the extent that,
notwithstanding the agreements and provisions contained herein, a
Certificateholder either (i) asserts an interest or claim to, or benefit from,
Other Assets, whether asserted against or through the Depositor or any other
Person owned by the Depositor, or (ii) is deemed to have any such interest,
claim or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code), and
whether deemed asserted against or through the Depositor or any other Person
owned by the Depositor, then each Certificateholder, by accepting a Trust
Certificate, further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full of all obligations and liabilities of the Depositor
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and


                                       35
<PAGE>
whether asserted against Depositor or any other Person owned by the Depositor),
including the payment of post-petition interest on such other obligations and
liabilities. This subordination agreement shall be deemed a subordination
agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
Certificateholder, by acceptance of a Trust Certificate, further acknowledges
and agrees that no adequate remedy at law exists for a breach of this paragraph
and the terms of this paragraph may be enforced by an action for specific
performance. The provisions of this paragraph shall be for the third party
benefit of those entitled to rely thereon and shall survive the termination of
the Trust Agreement.

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

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




                                       36
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

                                  BMW FS SECURITIES LLC,
                                  as Depositor

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


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



                                   WILMINGTON TRUST COMPANY,
                                   as Owner Trustee

                                   By:  /s/ Anita E. Dallago
                                        ----------------------------------------
                                        Name: Anita E. Dallago
                                        Title: Senior Financial Services Officer











<PAGE>
                                                                       EXHIBIT A

                            FORM OF TRUST CERTIFICATE

                         BMW VEHICLE OWNER TRUST 2003-A

                         ASSET BACKED TRUST CERTIFICATE



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

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

           THIS TRUST CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH TRUST
CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS
THE TRUST CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, TO SUCH PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE
INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS)
OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM
NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (B) TO A UNITED STATES PERSON WITHIN THE MEANING OF
SECTION 7701(a)(30) OF THE CODE, (C) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (D) SUCH RESALE, ASSIGNMENT, PLEDGE OR
OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR "BLUE SKY" LAWS, IN
SUCH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE
CERTIFY TO THE OWNER TRUSTEE AND THE DEPOSITOR IN WRITING THE FACTS SURROUNDING
SUCH TRANSFER, WHICH CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY
TO THE OWNER TRUSTEE AND (II) IF REQUESTED BY THE OWNER TRUSTEE, A WRITTEN
OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE OR


                                      A-1
<PAGE>
THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR, TO THE
EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR
JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY
PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL
CONTINUE TO BE TREATED AS THE OWNER OF THE TRUST CERTIFICATE FOR ALL PURPOSES.

NO TRUST CERTIFICATE OR INTEREST THEREIN MAY be acquired by or for the account
of (i) an "employee benefit plan" (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title I of ERISA, (ii) a "plan" described in
Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity (each, a
"Benefit Plan"). By accepting and holding a Trust Certificate, the Holder
thereof shall be deemed to have represented and warranted that it is not a
Benefit Plan.

           THIS CERTIFIES THAT BMW FS SECURITIES LLC is the registered owner of
a 100% Certificate Percentage Interest that is nonassessable, fully-paid,
beneficial ownership interest in certain distributions of BMW Vehicle Owner
Trust 2003-A (the "Trust") formed by BMW FS Securities LLC, a Delaware limited
liability company (the "Depositor").

           The Trust was created pursuant to a Trust Agreement dated March 21,
2003 as amended and restated as of April 1, 2003 (the "Trust Agreement"),
between the Depositor and Wilmington Trust Company, as owner trustee (the "Owner
Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Sale and Servicing
Agreement among the Trust, the Depositor, as Seller, BMW Financial Services, NA,
LLC, as Seller, Servicer, Administrator and Custodian (the "Servicer"), the
Depositor and Citibank, N.A., as Indenture Trustee ("Indenture Trustee"), dated
as of April 1, 2003, as the same may be amended or supplemented from time to
time.

           This Certificate is one of the duly authorized Trust Certificates
designated as BMW Vehicle Owner Trust 2003-A Asset Backed Trust Certificates
(herein called the "Trust Certificates"). Also issued under the Indenture dated
as of April 1, 2003, between the Trust, as issuer and Indenture Trustee, are
five classes of Notes designated as 1.27% Class A-1 Asset Backed Notes (the
"Class A-1 Notes"), 1.45% Class A-2 Asset Backed Notes (the "Class A-2 Notes"),
1.94% Class A-3 Asset Backed Notes (the "Class A-3 Notes"), 2.53% Class A-4
Asset Backed Notes (the "Class A-4 Notes" and, together with the Class A-1
Notes, the Class A-2 Notes and the Class A-3 Notes, the "Class A Notes"), and
2.93% Class B Asset Backed Notes (the "Class B Notes" and, together with the


                                      A-2
<PAGE>
Class A Notes, the "Notes"). This Trust Certificate is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement, to which
Trust Agreement the holder of this Trust Certificate by virtue of the acceptance
hereof assents and by which such holder is bound.

           Under the Trust Agreement, there will be distributed on the 25th day
of each month (or, if such 25th day is not a Business Day, the next Business
Day), commencing on May 27, 2003, to the Person in whose name this Trust
Certificate is registered at the close of business on the last day of the
preceding month, such Certificateholder's Certificate Percentage Interest in the
amount to be distributed to Certificateholders on such date.

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

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

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

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

           In furtherance of and not in derogation of the foregoing, to the
extent the Depositor enters into other securitization transactions, each
Certificateholder, by accepting a Trust Certificate, acknowledges and agrees


                                      A-3
<PAGE>
that it shall have no right, title or interest in or to any assets or interests
therein of the Depositor (other than the Trust Estate and Reserve Account
relating to this transaction) conveyed or purported to be conveyed by the
Depositor to another securitization trust or other Person or Persons in
connection therewith (whether by way of a sale, capital contribution or by
virtue of the granting of a lien) ("Other Assets"). To the extent that,
notwithstanding the agreements and provisions contained herein, a
Certificateholder either (i) asserts an interest or claim to, or benefit from,
Other Assets, whether asserted against or through the Depositor or any other
Person owned by the Depositor, or (ii) is deemed to have any such interest,
claim or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Federal Bankruptcy Code or any
successor provision having similar effect under the Bankruptcy Code), and
whether deemed asserted against or through the Depositor or any other Person
owned by the Depositor, then each Certificateholder, by accepting a Trust
Certificate, further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full of all obligations and liabilities of the Depositor
which, under the terms of the relevant documents relating to the securitization
of such Other Assets, are entitled to be paid from, entitled to the benefits of,
or otherwise secured by such Other Assets (whether or not any such entitlement
or security interest is legally perfected or otherwise entitled to priority of
distribution or application under applicable law, including insolvency laws, and
whether asserted against Depositor or any other Person owned by the Depositor),
including the payment of post-petition interest on such other obligations and
liabilities. This subordination agreement shall be deemed a subordination
agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
Certificateholder, by acceptance of a Trust Certificate, further acknowledges
and agrees that no adequate remedy at law exists for a breach of this paragraph
and the terms of this paragraph may be enforced by an action for specific
performance. The provisions of this paragraph shall be for the third party
benefit of those entitled to rely thereon and shall survive the termination of
the Trust Agreement.

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

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



                                      A-4
<PAGE>
           THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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


                         BMW VEHICLE OWNER TRUST 2003-A


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

Dated:                                      By:
      --------------------                      ------------------------------
                                                 Authorized Signatory


                  OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

WILMINGTON TRUST COMPANY,                      WILMINGTON TRUST COMPANY,
   not in its individual capacity,               not in its individual capacity,
   but solely as Owner Trustee                   but solely as Owner Trustee
                                       or
By: Citibank, N.A.,
   as authenticating agent


By:                                                 By:
   ---------------------------                         ------------------------
   Authorized Signatory                                Authorized Signatory




                                      A-5
<PAGE>
                                                                       EXHIBIT B

                                ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE

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


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

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


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

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




                                      B-1
<PAGE>
                                                                       EXHIBIT C

                         FORM OF TRANSFEREE CERTIFICATE



                                     [Date]



BMW Vehicle Owner Trust 2003-A,
   as Issuer
c/o Wilmington Trust Company,
   as Owner Trustee

Wilmington Trust Company,
   as Owner Trustee


Ladies and Gentlemen:

           In connection with our proposed purchase of the ____% Certificate
Percentage Interest Asset Backed Trust Certificates (the "Trust Certificates")
of BMW Vehicle Owner Trust 2003-A (the "Issuer"), a trust formed by BMW FS
Securities LLC (the "Depositor" or "Seller"), we confirm that:

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

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

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


                                      C-1
<PAGE>
prospective transferor and the prospective transferee certify to the Owner
Trustee and the Depositor in writing the facts surrounding such transfer, which
certification shall be in form and substance satisfactory to the Owner Trustee
and the Depositor and (B) the Owner Trustee will require a written opinion of
counsel (which shall not be at the expense of the Depositor or the Owner
Trustee) satisfactory to the Depositor and the Owner Trustee to the effect that
such transfer will not violate the Securities Act, in each case in accordance
with any applicable securities or "Blue Sky" laws of any state of the United
States.

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

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

           f. We understand that no subsequent transfer of the Trust
Certificates is permitted unless (A) such transfer is of a Trust Certificate
with a Certificate Percentage Interest of at least 5%, (B) we cause the proposed
transferee to provide to the Trust and the Depositor a letter substantially in
the form of Exhibit C to the Trust Agreement, as applicable, or such other
written statement as the Depositor shall prescribe and (C) the Trust consents in
writing to the proposed transfer, which consent shall be granted unless the
Depositor determines that such transfer would create a risk that the Trust would
be classified for federal or any applicable state tax purposes as an association
(or a publicly traded partnership) taxable as a corporation; provided, however,
that any attempted transfer that would either cause the number of registered
holders of Trust Certificates in the aggregate to exceed 100 shall be a void
transfer.

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

           h. We are a "United States person" within the meaning of Section
7701(a)(30) of the Code.

           i. No Trust Certificate will be acquired or held by or for the
account of (i) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title I of ERISA, (ii) a plan described in


                                      C-2
<PAGE>
Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets
include plan assets by reason of a plan's investment in the entity. Each Person
who acquires any Trust Certificate or interest therein will certify that the
foregoing conditions are satisfied.

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

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

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

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

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

                                                  Very truly yours,

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



                                      C-3
<PAGE>

<PAGE>
                                                                       EXHIBIT D

         FORM OF CERTIFICATE OF TRUST OF BMW VEHICLE OWNER TRUST 2003-A

           This CERTIFICATE OF TRUST of BMW VEHICLE OWNER TRUST 2003-A (the
"Trust"), dated March 21, 2003, is being duly executed and filed by Wilmington
Trust Company, a Delaware banking corporation, as trustee, to form a statutory
trust under the Delaware Statutory Trust Act (12 Del. Code, ss. 3801 et seq.).

           1. Name. The name of the statutory trust formed hereby is BMW VEHICLE
OWNER TRUST 2003-A.

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

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

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


                                           WILMINGTON TRUST COMPANY,
                                           as trustee
                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:




                                   D-1

</TEXT>
</DOCUMENT>
