Exhibit 1.1

EXECUTION COPY

BMW VEHICLE OWNER TRUST 2016-A

$1,250,000,000 ASSET BACKED NOTES

BMW FS SECURITIES LLC

(DEPOSITOR)

UNDERWRITING AGREEMENT

July 12, 2016

J.P. Morgan Securities LLC
as Representative of the several Underwriters
383 Madison Avenue, 31st Floor
New York, New York 10179

Ladies and Gentlemen:

SECTION 1. Introductory. BMW FS Securities LLC (the “Depositor”) proposes to cause BMW Vehicle Owner Trust 2016-A (the “Trust”) to issue and sell $329,000,000 principal amount of its 0.62000% Class A-1 Notes (the “Class A-1 Notes”), $325,000,000 principal amount of its 0.99% Class A-2a Notes (the “Class A-2a Notes”), $125,000,000 principal amount of its LIBOR + 0.24% Class A-2b Notes (the “Class A-2b Notes” and together with the Class A-2a Notes, the “Class A-2 Notes”), $356,000,000 principal amount of its 1.16% Class A-3 Notes (the “Class A-3 Notes”) and $115,000,000 principal amount of its 1.37% Class A-4 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 “Notes”) to the several underwriters set forth on Schedule I (each, an “Underwriter”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”) pursuant to the terms of this underwriting agreement dated July 12, 2016 by and among the Depositor, BMW Financial Services NA, LLC (“BMW Financial Services”) and J.P. Morgan Securities LLC, on behalf of itself and as Representative for the several Underwriters (this “Agreement”). The Notes will be issued pursuant to an Indenture, dated as of July 20, 2016 (the “Indenture”), between the Trust and U.S. Bank National Association, as indenture trustee (in such capacity, the “Indenture Trustee”). The assets of the Trust will include, among other things, a pool of motor vehicle retail installment sale contracts transferred to the Trust on the Closing Date referred to in Section 3(a) hereof (the “Receivables”) secured by new and used automobiles, motorcycles and light-duty trucks financed thereby (the “Vehicles”) and certain monies received thereunder after the close of business on May 31, 2016 (the “Cutoff Date”) and other property and proceeds thereof to be conveyed to the Trust pursuant to a Sale and Servicing Agreement dated as of July 20, 2016 (the “Sale and Servicing Agreement”), among the Trust, BMW Financial Services, as servicer (in such capacity, the “Servicer”), sponsor, administrator and custodian, the Depositor and the Indenture Trustee. Pursuant to the Sale and Servicing Agreement, the Depositor will sell the Receivables to the Trust and the Servicer will service the Receivables on behalf of the Trust. In addition, pursuant to an Owner Trust Administration Agreement dated as of July 20, 2016 (the “Owner Trust Administration Agreement”), among the Trust, BMW Financial Services, as administrator (in such capacity, the

“Administrator”), and the Indenture Trustee, BMW Financial Services will agree to perform certain administrative duties on behalf of the Trust. The Depositor formed the Trust pursuant to a Trust Agreement dated May 11, 2016, as amended and restated as of July 20, 2016 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, as owner trustee (the “Owner Trustee”). The Certificates, each representing a fractional undivided interest in the Trust, will be issued pursuant to the Trust Agreement.

The Depositor will acquire the Receivables from BMW Financial Services pursuant to a Receivables Purchase Agreement, dated as of July 20, 2016 (the “BMW FS Receivables Purchase Agreement”), between the Depositor and BMW Financial Services and from BMW Bank of North America (“BMW Bank”) pursuant to a Receivables Purchase Agreement, dated as of July 20, 2016 (the “BMW Bank Receivables Purchase Agreement” and, together with the BMW FS Receivables Purchase Agreement, the “Receivables Purchase Agreements”), between the Depositor and BMW Bank.

The Trust will provide for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) to be entered into by the Trust, BMW Financial Services, as Servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the “Asset Representations Reviewer”).

Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement or the Indenture, as the case may be. As used herein, the term “Transaction Documents” refers to the Sale and Servicing Agreement, the Indenture, the Trust Agreement, the Receivables Purchase Agreements, the Owner Trust Administration Agreement, the Asset Representations Review Agreement and the Note Depository Letter.

At or prior to the time when sales (including any contracts of sale) of the Notes were first made to investors by the Underwriters, which shall be deemed to be 1:50 p.m. on July 12, 2016 (the “Time of Sale”), the Depositor had prepared the following information (together, as a whole, the “Time of Sale Information”): (i) the preliminary prospectus dated July 7, 2016 (together, along with any information referred to under the captions “Static Pools” and “Appendix A –Static Pool Information” therein, the “Preliminary Prospectus”), and (ii) the Ratings Free Writing Prospectus (as defined in Section 7) and each other “free writing prospectus” (as defined pursuant to Rule 405 of the Securities Act of 1933, as amended (the “Act”)), if any, listed on Schedule III hereto (as it may be amended with the approval in writing of the parties hereto). If, subsequent to the Time of Sale and prior to the Closing Date (as defined below), it is determined by the parties that such information included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, then the investors may terminate their “contracts of sale” (within the meaning of Rule 159 under the Act) (each, a “Contract of Sale”). If, following any such termination, the Underwriters, with prior written notice to the Depositor and BMW Financial Services, enter into new contracts of sale with investors for the Notes, then “Time of Sale Information” will refer to the documents agreed upon in writing by the Depositor and the Representative that correct such material misstatements

or omissions (the “Corrected Time of Sale Information”) and “Time of Sale” will refer to the time and date agreed upon by the Depositor and the Representative.

SECTION 2. Representations and Warranties. (a) As a condition of the obligation of the Underwriters to purchase the Notes, each of the Depositor and BMW Financial Services makes the representations and warranties set forth below to each of the Underwriters. To the extent a representation or warranty specifically relates to the Depositor, the representation or warranty solely with respect to the Depositor is only made by the Depositor and to the extent a representation or warranty specifically relates to BMW Financial Services, the representation or warranty solely with respect to BMW Financial Services is only made by BMW Financial Services.

(i) A registration statement on Form SF-3 (No. 333-208642), including a prospectus, relating to the Notes (x) has been filed with the Securities and Exchange Commission (the “Commission”) and has become effective and is still effective as of the date hereof under the Act and (y) was declared effective by the Commission within three years prior to the Closing Date. No stop orders have been issued by the Commission with regard to such registration statement. The Depositor proposes to file with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act (the “Rules and Regulations”) a prospectus dated as of the date hereof (together, with information referred to under the captions “Static Pools” and “Appendix A—Static Pool Information” therein, the “Prospectus”) relating to the Notes and the method of distribution thereof. Copies of such registration statement, any amendment or supplement thereto, the Time of Sale Information and the Prospectus have been delivered to you. Such registration statement, including exhibits thereto, is hereinafter referred to as the “Registration Statement”. The conditions to the use of a registration statement on Form SF-3 under the Act, including the Registrant Requirements set forth in General Instruction I.A. have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date. The conditions to the offering of the Notes under a registration statement on Form SF-3 under the Act, as stated in the Transaction Requirements set forth in General Instruction I.B. of Form SF-3, will be satisfied as of the Closing Date. As of the date that is ninety days after December 31, 2015, the requirements of General Instruction I.A. of Form SF-3 have been met. The Depositor has paid the registration fee for the Notes in accordance with Rule 456 of the Act.

(ii) The Registration Statement, at the time it became effective, any post-effective amendment thereto, at the time it became effective, and the Prospectus, as of its date, complied and on the Closing Date will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations, and the rules and regulations of the Commission thereunder. The Registration Statement, as of the applicable effective date as to each part of the Registration Statement pursuant to Rule 430B(f)(2) and any amendment thereto, did not include any untrue statement of a material fact and did not omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Time of Sale Information, in each case as of its date and as of the Time of Sale, did not contain an untrue statement of a material fact and did not omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date and as of the Closing Date, does not and will not contain any untrue statement of a material fact and did not and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in the preceding three sentences do not apply to information contained in or omitted from the Registration Statement, the Time of Sale Information or the Prospectus (or any supplement thereto) in reliance upon and in conformity with the information in the third paragraph (including the table below such paragraph), relating to selling concessions and reallowances, the second sentence of the sixth paragraph, relating to market making, and the seventh paragraph, relating to overallotment and stabilizing and covering transactions, under the heading “Plan of Distribution” in the Preliminary Prospectus and the Prospectus (the “Underwriters’ Information”).

(iii) Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and the Prospectus there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, earnings, business or operations of the Depositor, BMW Financial Services, BMW Bank and their respective subsidiaries, taken as a whole, except as disclosed to the Representative in writing prior to the date hereof.

(iv) The Time of Sale Information, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with the Underwriters’ Information.

(v) The Notes are “asset backed securities” within the meaning of, and satisfy the requirements for use of, Form SF-3 under the Act.

(vi) The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder and the Act and the Rules and Regulations.

(vii) The Trust Agreement need not be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Neither the Depositor nor the Trust is required to register under the Investment Company Act of 1940, as amended (the “Investment Company Act”) and, although there may be additional exclusions or exemptions available to the Trust, the Trust will rely on the exemption from the definition of “investment company” under the Investment Company Act provided by Rule 3a-7 under the Investment Company Act. The Trust is structured so as not to

constitute a “covered fund” for purposes of the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(viii) The Indenture has been qualified under the Trust Indenture Act.

(ix) As of the date on which the first bona fide offer of the Notes was made, the Depositor was not and as of the Closing Date, is not, an “ineligible issuer” as defined in Rule 405 under the Act.

(x) The Depositor has filed or will file the Preliminary Prospectus, each Free Writing Prospectus (as defined in Section 7) listed on Schedule III or approved in writing by the Depositor and any “issuer information” as defined under Rule 433(h) under the Act included in any Free Writing Prospectus permitted by this Agreement that is required to have been filed under the Act and the Rules and Regulations and it has done or will do so within the applicable periods of time required under the Act and the Rules and Regulations.

(xi) The issuance and sale of the Notes have been duly authorized by all necessary limited liability company action of the Depositor and, when executed, authenticated and delivered to and paid for by the Underwriters in accordance with the terms of this Agreement and the Indenture, the Notes will be valid and binding obligations of the Trust, entitled to the benefits of the Indenture and enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

(xii) Each of the Depositor and BMW Financial Services has been duly formed and is validly existing as a limited liability company, in good standing under the law of its jurisdiction of formation, with full power and authority to own, lease and operate its properties and assets and conduct its business as described in the Prospectus and in the Time of Sale Information, is duly qualified to transact business and is in good standing in each jurisdiction in which its ownership, leasing or operation of its properties or assets or the conduct of its business requires such qualification, and has full power and authority to execute and perform its obligations under this Agreement, the Transaction Documents and the Notes.

(xiii) The execution and delivery of this Agreement has been duly authorized by all necessary limited liability company action of the Depositor and BMW Financial Services, and this Agreement has been duly executed and delivered by the Depositor and BMW Financial Services, and when duly executed and delivered by the other parties hereto will be the valid and binding agreement of the Depositor and BMW Financial Services, enforceable against the Depositor and BMW Financial Services in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

(xiv) The execution and delivery of the Transaction Documents have been duly authorized by all necessary limited liability company action of the Depositor and BMW Financial Services, and when duly executed and delivered by the Depositor, BMW Financial Services and the other parties thereto, will be valid and binding agreements of the Depositor and BMW Financial Services, as applicable, enforceable against the Depositor and BMW Financial Services in accordance with their terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws now or hereafter in effect relating to or affecting creditors’ rights generally and to general principles of equity (whether applied in a proceeding at law or in equity).

(xv) The execution and delivery by the Depositor and BMW Financial Services of, and the performance by the Depositor and BMW Financial Services of their respective obligations under, this Agreement, the Transaction Documents to which it is a party and the Notes, the issuance and sale of the Notes to the Underwriters by the Depositor pursuant to this Agreement, the compliance by the Depositor and BMW Financial Services with the other provisions of this Agreement and the consummation of the other transactions herein contemplated do not (A) require the consent, approval, authorization, registration or qualification of or with any governmental authority, except such as have been obtained or made or such as may be required by the state securities or Blue Sky laws of the various states of the United States of America or other U.S. jurisdictions in connection with the offering by the Underwriters or (B) conflict with or result in a breach or violation or acceleration of, or constitute a default under, any term or provision of the organizational documents of the Depositor or BMW Financial Services, any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Depositor or BMW Financial Services is a party or by which any of them or their properties is bound or result in a violation of or contravene the terms of any statute, order or regulation applicable to the Depositor or BMW Financial Services of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Depositor or BMW Financial Services, as applicable, or will result in the creation of any lien upon any material property or assets of the Depositor or BMW Financial Services (other than pursuant to the Transaction Documents).

(xvi) Neither the Depositor nor BMW Financial Services is in violation of any term or provision of its charter documents, or in breach of or in default under any statute or any judgment, decree, order, rule or regulation of any court or other governmental authority or any arbitrator applicable to the Depositor or BMW Financial Services, the consequence of which violation, breach or default would have (A) a materially adverse effect on or constitute a materially adverse change in, or constitute a development involving a prospective materially adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Depositor or BMW Financial Services or (B) a material and adverse effect on its ability to perform its obligations under this Agreement or any of the Transaction Documents to which it is a party.

(xvii) Neither the Depositor nor BMW Financial Services or anyone acting on their behalf has taken any action that would require registration of the Depositor or the Trust under the Investment Company Act; nor will the Depositor or

BMW Financial Services act, nor has either of them authorized nor will either of them authorize any person to act, in such manner.

(xviii) The Depositor and BMW Financial Services each possess all consents, licenses, certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Depositor nor BMW Financial Services has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on or constitute a material adverse change in, or constitute a development involving a prospective material adverse effect on or change in, the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Depositor or BMW Financial Services, except as described in or contemplated by the Prospectus.

(xix) No legal or governmental proceedings are pending or threatened to which the Depositor or BMW Financial Services is a party or to which the property of the Depositor or BMW Financial Services is subject except for such proceedings that would not, if the subject of any unfavorable decision, ruling or finding, singly or in the aggregate, have a material adverse effect on the condition (financial or otherwise), earnings, properties, business affairs or business prospects, net worth or results of operations of the Depositor or BMW Financial Services or the Depositor’s or BMW Financial Services’ ability to perform its obligations under this Agreement, the Transaction Documents to which it is a party or the Notes, as applicable.

(xx) No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Depositor or any of its affiliates is a party or by which the Depositor or any of its affiliates or any of their respective properties is bound.

(xxi) The Notes and the Transaction Documents conform in all material respects to the descriptions thereof contained in the Preliminary Prospectus (as modified by any amendment or supplement thereto) and the Prospectus.

(xxii) As of the Closing Date, each of the Depositor’s, BMW Financial Services’ and BMW Bank’s representations and warranties in the Transaction Documents to which it is a party, will be true and correct and such representations and warranties are incorporated herein by reference.

(xxiii) Other than as contemplated by this Agreement or as disclosed in the Prospectus, there is no broker, finder or other party that is entitled to receive from the Depositor or any of its affiliates or the Underwriters, any brokerage or finder’s fee or other fee or commission as a result of any of the transactions contemplated by this Agreement.

(xxiv) Neither the Depositor nor any of its affiliates has entered into, nor will it enter into, any contractual arrangement with respect to the distribution of the Notes except for this Agreement.

(xxv) BMW Financial Services’ sale and assignment of the Receivables transferred pursuant to the BMW FS Receivables Purchase Agreement to the Depositor will vest in the Depositor all of BMW Financial Services’ right, title and interest in and to such Receivables.

(xxvi) The Depositor’s sale and assignment of the Receivables to the Trust pursuant to the Sale and Servicing Agreement will vest in the Trust all of the Depositor’s right, title and interest in and to the Receivables, including all of the Depositor’s rights under the Receivables Purchase Agreements.

(xxvii) The Trust’s assignment of the Collateral to the Indenture Trustee pursuant to the Indenture will vest in the Indenture Trustee, for the benefit of the Noteholders, a first priority perfected security interest therein, subject to no outstanding liens, security interests or encumbrances (other than those permitted by the Transaction Documents).

(xxviii) The Notes, when duly and validly executed by the Trust, authenticated and delivered in accordance with the Indenture, and delivered and paid for pursuant hereto will be validly issued and outstanding and will constitute legal, valid and binding obligations of the Trust, entitled to the benefits of the Indenture and enforceable in accordance with their terms.

(xxix) The Certificates, when duly and validly executed by the Owner Trustee, authenticated and delivered in accordance with the Trust Agreement, will be validly issued and outstanding and entitled to the benefits of the Trust Agreement.

(xxx) Any taxes, fees and other governmental charges due on or prior to the Closing Date (including, without limitation, sales taxes) in connection with the execution, delivery and issuance of this Agreement, the Transaction Documents and the Notes have been or will have been paid at or prior to the Closing Date.

(xxxi) The Receivables are “tangible chattel paper” or “electronic chattel paper” as defined in the Uniform Commercial Code (“UCC”) as in effect in the State of New York, the State of Delaware and the State of Ohio.

(xxxii) No later than the Closing Date, each of BMW Financial Services, and the Depositor, as applicable, will have caused its books and records relating to each Receivable to be marked to show that such Receivables have been sold to the Depositor by BMW Financial Services, and transferred and assigned by the Depositor to the Trust in accordance with the terms of the Sale and Servicing Agreement and pledged by the Trust to the Indenture Trustee in accordance with the terms of the Indenture.

(xxxiii) BMW Financial Services has executed and delivered a written representation (the “17g-5 Representation”) to each Rating Agency (as defined below)

that BMW Financial Services will take the actions specified in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”) with respect to the Notes, and BMW Financial Services has complied, and has caused the Depositor to comply, with the 17g-5 Representation. “Rating Agency” means any “nationally recognized statistical rating organization” (within the meaning of the Exchange Act) hired by BMW Financial Services to rate the Notes.

(xxxiv) The Depositor has complied with Rule 193 of the Act in connection with the offering of the Notes.

(xxxv) Neither the Depositor nor BMW Financial Services or any of its or their affiliates has engaged (and, through and including the Closing Date, will not engage) any third-party due diligence services providers to provide any third party due diligence report contemplated by Rule 15Ga-2 under the Exchange Act (a “Due Diligence Report”), except for KPMG LLP (the “Accounting Firm”), which was engaged to provide procedures involving a comparison of information in the files related to certain Receivables to information on a data tape relating to such Receivables and to issue an agreed-upon procedures report in connection therewith (the “Accountant’s Due Diligence Report”).

(xxxvi) The Accountant’s Due Diligence Report is, as among the parties to this Agreement, deemed to have been obtained by the Depositor or BMW Financial Services pursuant to Rule 15Ga-2 under the Exchange Act, and all legal obligations with respect to the Accountant’s Due Diligence Report have been timely complied with.

(xxxvii) The Depositor has (A) prepared a report on Form ABS-15G (the “Form ABS-15G”) containing the findings and conclusions of the Accountant’s Due Diligence Report and meeting all other requirements of Rule 15Ga-2 and any other applicable rules, requirements and regulations of the Commission and the Exchange Act; (B) furnished the Form ABS-15G to the Commission on EDGAR at least five business days prior to the date hereof as required by Rule 15Ga-2; and (C) provided a copy of the Form ABS-15G to the Representative in a reasonable period of time prior to the deadline set forth in clause (B) above.

(xxxviii) No portion of the Form ABS-15G contains any names, addresses, other personal identifiers or zip codes with respect to any individuals, or any other personally identifiable or other information that would be associated with an individual, including without limitation any “nonpublic personal information” within the meaning of Title V of the Gramm-Leach-Bliley Financial Services Modernization Act of 1999.

(b) The above representations and warranties are repeated on the Closing Date.

(c) Any certificate signed by any officer of the Depositor, BMW Financial Services or any of their respective affiliates and delivered to the Representative or to counsel for the Underwriters in connection with the issuance or offering of the Notes shall be deemed a

representation and warranty by the Depositor, BMW Financial Services or such affiliate, as the case may be, as to the matters covered thereby, to each Underwriter.

SECTION 3. Purchase, Sale and Delivery of Notes. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Depositor agrees to cause the Trust to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust the respective principal amount of the Notes set forth opposite the name of such Underwriter on Schedule I hereto, at a purchase price (the “Purchase Price”) equal to “Price $” as specified on Schedule II hereto. Delivery of and payment for the Notes shall be made at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178, at 10:00 a.m. (New York City time) on July 20, 2016 (or at such other place and time on the same or other date as shall be agreed to in writing by the Representative and the Depositor, the “Closing Date”). Delivery of one or more global notes representing the Notes shall be made against payment of the aggregate purchase price in immediately available funds drawn to the order of the Depositor. The global notes to be so delivered shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes representing the Notes will be available only under those limited circumstances set forth in the Indenture.

(b) The Depositor hereby acknowledges that the payment of monies pursuant to Section 3(a) hereof (a “Payment”) by or on behalf of the Underwriters of the aggregate Purchase Price for the Notes does not constitute closing of a purchase and sale of the Notes. Only execution and delivery, by facsimile or otherwise, of a receipt for Notes by the Representative indicates completion of the closing of a purchase of the Notes from the Depositor. Furthermore, in the event that the Underwriters make a Payment to the Depositor prior to the completion of the closing of a purchase of Notes, the Depositor hereby acknowledges that until the Representative executes and delivers such receipt for the Notes the Depositor will not be entitled to the Payment and shall return the Payment to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Notes is not completed and the Payment is not returned by the Depositor to the Underwriters on the same day the Payment was received by the Depositor, the Depositor agrees to pay to the Underwriters in respect of each day the Payment is not returned by it, in same-day funds, interest on the amount of such Payment in an amount representing the Underwriters’ cost of financing as reasonably determined by the Representative.

(c) It is understood that J.P. Morgan Securities LLC, individually, may (but shall not be obligated to) make Payment on behalf of any Underwriter or Underwriters for any of the Notes to be purchased by such Underwriter or Underwriters. No such Payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

SECTION 4. Offering by Underwriters. It is understood that the Underwriters propose to offer the Notes for sale to the public (which may include selected dealers) on the terms set forth in the Prospectus.

SECTION 5. Covenants of the Depositor and BMW Financial Services. The Depositor and BMW Financial Services, as applicable, each covenant and agree with the Underwriters as set forth below. For purposes of this Section, the Depositor and BMW Financial Services shall jointly make each of the covenants set forth below in clauses (a), (b), (c), (e), (g), (h), (i), (k), (l) and (m) and the entity specified in the covenant below shall make the covenants set forth in all of the other clauses below.

(a) The Depositor will furnish to the Underwriters and counsel to the Underwriters, without charge, as many electronic copies of the Time of Sale Information, the Prospectus, the Registration Statement and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters reasonably request.

(b) The Depositor will file the Prospectus, properly completed, with the Commission pursuant to and in accordance with Rule 424(b) no later than the second business day following the date it is first used. The Depositor will file the Transaction Documents (other than the Note Depository Letter) with the Commission no later than the date the Prospectus is required to be filed under Rule 424 of the Act. The Depositor will file with the Commission each Free Writing Prospectus listed on Schedule III or approved in writing by the Depositor and any “issuer information” (as defined above) included in any Free Writing Prospectus permitted by this Agreement that the Depositor is required to file under the Act and the Rules and Regulations, and in each case will do so within the applicable period of time required under the Act and the Rules and Regulations. The Depositor and BMW Financial Services will advise the Representative promptly of any such filings.

(c) During the time that the Underwriters are required to deliver a prospectus to investors, the Depositor and BMW Financial Services will advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Prospectus or the Time of Sale Information and will not effect or file any such amendment or supplement without the consent of the Representative, which consent shall not be unreasonably withheld. The Depositor and BMW Financial Services will advise the Representative promptly of the effectiveness of any amendment or supplement to the Registration Statement, the Prospectus or the Time of Sale Information and of the institution by the Commission of any order or action suspending the right to use the Registration Statement, the Prospectus or the Time of Sale Information. Each of the Depositor and BMW Financial Services will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. The Depositor and BMW Financial Services will comply with the Act, the Exchange Act, the Trust Indenture Act and the rules and regulations contemplated thereunder so as to permit the completion of the distribution of the Notes as contemplated in this Agreement and in the Prospectus. The Depositor will file with the Commission all documents required to be filed pursuant to the Exchange Act within the time periods specified in the Exchange Act or the rules and regulations promulgated thereunder and all documents and certifications required for the use of a registration statement on Form SF-3 within the time periods required by Form SF-3, the Act or the Rules and Regulations.

(d) The Depositor will arrange for the qualification of the Notes for offering and sale in each jurisdiction as the Representative shall designate including, but not limited to, pursuant to applicable state securities Blue Sky laws of certain states of the United States of America or other U.S. jurisdictions so designated, and the Depositor shall maintain such

qualifications in effect for so long as may be necessary in order to complete the placement of the Notes; provided, however, that the Depositor shall not be obligated to file any general consent to service of process or to qualify as a foreign limited liability company or as a securities dealer in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. The Depositor will promptly advise the Representative of the receipt by the Depositor of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(e) If, at any time when a prospectus relating to the Notes is required to be delivered by an Underwriter or dealer either (i) any event occurs as a result of which the Prospectus or the Time of Sale Information as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) for any other reason it shall be necessary to amend or supplement the Prospectus or the Time of Sale Information to comply with the Act, the Depositor and BMW Financial Services promptly will notify the Representative of such event or reason and promptly will prepare, at their own expense, an amendment or supplement which will correct such statement or omission. Neither the Underwriters’ consent to, nor the Underwriters’ distribution of, any amendment or supplement to the Prospectus shall constitute a waiver of any of the conditions set forth in Section 8 hereof.

(f) The Depositor will cooperate with the Representative and use its best efforts to permit the Notes to be eligible for clearance and settlement through DTC.

(g) BMW Financial Services and the Depositor shall (i) furnish or make available to the Underwriters or their counsel such additional documents and information regarding BMW Financial Services, the Depositor and their respective affairs as the Underwriters may from time to time reasonably request prior to the Closing Date, including any and all documentation reasonably requested in connection with their due diligence efforts regarding information in the Prospectus and in order to evidence the accuracy or completeness of any of the conditions contained in this Agreement and (ii) provide the Underwriters or their advisors, or both, prior to acceptance of their respective subscriptions, the opportunity to ask questions of, and receive answers with respect to such matters.

(h) Until the retirement of the Notes, or until none of the Underwriters maintains a secondary market in the Notes, whichever occurs first, the Depositor shall deliver to each of the Underwriters, through the Representative, the annual statement of compliance, the annual assessment of compliance and any annual independent certified public accountants’ attestation furnished to the Administrator, the Indenture Trustee or the Trust pursuant to the Sale and Servicing Agreement or the Indenture, as soon as such statements and reports are furnished to the Administrator, the Indenture Trustee or the Trust and solely to the extent such documents are required to be delivered to such Persons pursuant to the Sale and Servicing Agreement or Indenture.

(i) So long as any of the Notes are outstanding, the Depositor shall deliver to each of the Underwriters, through the Representative: (i) all documents distributed to

Noteholders and (ii) from time to time, any other information concerning BMW Financial Services, BMW Bank, the Depositor or the Trust as the Underwriters may reasonably request only insofar as such information reasonably relates to the Prospectus or the transactions contemplated by the Transaction Documents.

(j) On or before the Closing Date, the Depositor and BMW Financial Services shall cause their computer records relating to the Receivables to be marked to show the Trust’s absolute ownership of the Receivables, and from and after the Closing Date neither the Depositor nor BMW Financial Services shall take any action inconsistent with the Trust’s ownership of such Receivables, other than as permitted by the Indenture or Sale and Servicing Agreement.

(k) To the extent, if any, that any of the ratings assigned to the Notes by any of the rating agencies that initially rate the Notes are conditional upon the furnishing of documents or the taking of any other actions by the Depositor or BMW Financial Services, as the case may be, the relevant party shall furnish, or cause to be furnished, such documents and take any such other actions as promptly as possible.

(l) As soon as practicable, but no later than 16 months after the date hereof, the Depositor and BMW Financial Services will cause the Trust to make generally available to the Noteholders an earnings statement covering a period of at least 12 consecutive months beginning after the later of (i) the effective date of the Registration Statement relating to the Notes and (ii) the effective date of the most recent post-effective amendment to the Registration Statement to become effective prior to the date of this Agreement and, in each case, satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder).

(m) From the date hereof until thirty days after the Closing Date, none of the Depositor, BMW Financial Services or any of their respective affiliates will, without the prior written consent of the Representative, directly or indirectly, offer, sell or contract to sell or announce the offering of, in a public or private transaction, any other collateralized securities similar to the Notes.

(n) BMW Financial Services will comply and will cause the Depositor to comply with the 17g-5 Representation.

SECTION 6. Payment of Expenses. The Depositor shall pay all expenses (including legal fees and disbursements) incident to the transactions contemplated by this Agreement, whether or not the transactions contemplated herein are consummated or this Agreement is terminated pursuant to Section 9 hereof, including: (a) the preparation, printing and distribution of the Time of Sale Information and the Prospectus and each amendment or supplement thereto and delivery of copies thereof to the Underwriters, (b) the preparation of this Agreement, (c) the preparation, issuance and delivery of the Notes to the Underwriters (or any appointed clearing organizations), (d) the fees and disbursements of BMW Financial Services’, BMW Bank’s and the Depositor’s counsel and accountants, (e) the qualification of the Notes under state securities laws in accordance with Section 5(d) hereof including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of any blue sky survey (including the printing and delivery thereof to the

Underwriters), (f) any fees charged by rating agencies for the rating (or consideration of the rating) of the Notes, (g) the fees and expenses incurred with respect to any filing with, and review by, DTC or any similar organizations, (h) the fees and disbursements of the Indenture Trustee and its counsel, if any, (i) the fees and disbursements of the Owner Trustee and its counsel, if any, (j) the fees and expenses of Richards, Layton & Finger, P.A., (k) the fees and disbursements of the Asset Representations Reviewer and its counsel, if any, and (l) the amounts set forth in Section 7(i). For the avoidance of doubt, the Underwriters shall pay the fees, expenses and disbursements of their counsel.

SECTION 7. Time of Sale Information and Free Writing Prospectus.

(a) The following terms have the specified meanings for purposes of this Agreement:

a. “Free Writing Prospectus” means and includes any information relating to the Notes disseminated by the Depositor or any Underwriter that constitutes a “free writing prospectus” within the meaning of Rule 405 under the Act;

b. Prepricing Information” means information relating to the price, pricing speed, benchmark and status of the Notes and the offering thereof;

c. “Issuer Information” means (1) the information contained in any Permitted Underwriter Communication (as defined below) to the extent such information is also included in the Time of Sale Information (other than Underwriters’ Information), (2) information in the Time of Sale Information, other than any Prepricing Information, that is used to calculate or create any Derived Information and (3) any computer tape in respect of the Notes or the related receivables, including, if any, any schedule of scheduled payments for inclusion in an Intex.cdi file furnished by the Depositor to any Underwriter (the “Computer Tape”);

d. “Derived Information” means such written information regarding the Notes as is disseminated by any Underwriter to a potential investor, which information is not any of (A) Issuer Information, (B) Prepricing Information or (C) contained in the Registration Statement, the Time of Sale Information or the Prospectus or any amendment or supplement to any of them, taking into account information incorporated therein by reference (other than information incorporated by reference from any information regarding the Notes that is disseminated by any Underwriter to a potential investor); and

e. “Ratings Free Writing Prospectus” means the free writing prospectus dated July 7, 2016 relating to the credit ratings expected to be received on the Notes from the hired NRSROs (as defined below). For the avoidance of doubt, the Ratings Free Writing Prospectus shall constitute a Free Writing Prospectus for purposes of this Agreement.

(b) Neither the Depositor nor BMW Financial Services will disseminate to any potential investor any information relating to the Notes that constitutes a “written communication” within the meaning of Rule 405 under the Act, other than the Time of Sale Information and the Prospectus, unless the Depositor has obtained the prior consent of the Representative.

(c) Unless otherwise agreed to in writing by each party hereto, none of the Depositor, BMW Financial Services nor any Underwriter shall disseminate or file with the Commission any information relating to the Notes in reliance on Rules 167 or 426 under the Act, nor shall the Depositor, BMW Financial Services or any Underwriter disseminate any Permitted Underwriter Communication “in a manner reasonably designed to lead to its broad unrestricted dissemination” within the meaning of Rule 433(d) under the Act.

(d) Each Underwriter, the Depositor and BMW Financial Services represent that each Free Writing Prospectus distributed by it shall bear the following legend, or a substantially similar legend that complies with Rule 433(c)(2)(i) under the Act:

BMW FS Securities LLC has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents BMW FS Securities LLC has filed with the SEC for more complete information about BMW FS Securities LLC, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, BMW FS Securities LLC, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling 1-866-669-7629.

(e) In the event that the Depositor or BMW Financial Services becomes aware that, as of the Time of Sale, any Time of Sale Information contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein (when read in conjunction with all Time of Sale Information) in light of the circumstances under which they were made, not misleading (the “Defective Time of Sale Information”), such entity shall promptly notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Depositor shall, if requested by the Underwriters, prepare and deliver to the Underwriters, at the expense of the Underwriters if such untrue statement or omission relates solely to Underwriters’ Information, and otherwise at the expense of the Depositor, Corrected Time of Sale Information.

(f) Each Underwriter, severally and not jointly, represents, warrants, covenants and agrees with the Depositor that:

a. Other than the Time of Sale Information and the Prospectus, it has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Notes, including but not limited to any “ABS informational and computational materials” as defined in Item 1101(a) of

Regulation AB under the Act; provided, however, that (i) each Underwriter may prepare and convey one or more “written communications” (as defined in Rule 405 under the Act) containing no more than, and the Underwriter conveying such information represents that such written communication contains no more than, the following: (1) the information in any Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor, (2) information relating to the class, size, rating, CUSIPs, coupon, yield, spread, closing date, legal maturity, weighted average life, expected final payment date, trade date and payment window of one or more classes of Notes, (3) the servicer clean-up call, (4) the eligibility of the Notes to be purchased by ERISA plans, (5) Prepricing Information, (6) a column or other entry showing the status of the subscriptions for the Notes (both for the issuance as a whole and for each Underwriter’s retention) and/or expected pricing parameters of the Notes and (7) Intex.cdi files (each such written communication, a “Permitted Underwriter Communication”); and (ii) each Underwriter will be permitted to provide confirmations of sale; provided, however, that no Underwriter has or may distribute any information described in subclauses (1) through (7) above that would be “issuer information” as defined in Rule 433 under the Act other than (A) information that has already been filed with the Commission, (B) preliminary terms of the Notes not required to be filed with the Commission and (C) information relating to the final terms of the Notes required to be filed with the Commission within two days of the later of the date such final terms have been established for all classes of the Notes and the date of first use of such information pursuant to Rule 433(d)(5)(ii) under the Act.

b. In disseminating information to prospective investors, it has complied and will continue to comply fully with the Rules and Regulations, including but not limited to Rules 164 and 433 under the Act and the requirements thereunder for retention of Free Writing Prospectuses, including retaining any Free Writing Prospectuses it has used but which are not required to be filed for the required period.

c. Prior to entering into any Contract of Sale with a prospective investor, the applicable Underwriter shall convey the Time of Sale Information to the prospective investor. The Underwriter shall maintain sufficient records to document its conveyance of the Time of Sale Information to the potential investor prior to the formation of the related Contract of Sale and shall maintain such records as required by the Rules and Regulations.

d. If Defective Time of Sale Information has been corrected with Corrected Time of Sale Information delivered to such Underwriter subsequent to the original Time of Sale and prior to the Closing Date, such Underwriter shall (A) deliver the Corrected Time of Sale Information to each investor with whom it entered into a Contract of Sale and that received the Defective Time of Sale Information from such Underwriter and (B) notify each such investor of its rights under the existing Contract of Sale, including the right to elect to terminate such Contract of Sale and (C) if any such prior Contract of Sale is terminated, provide the related investor with the opportunity to elect to

enter into or not enter into a new Contract of Sale to purchase the Notes on the terms described in the Corrected Time of Sale Information.

e. Each Underwriter, severally and not jointly, represents, warrants and agrees that it (a) has not delivered, and will not deliver, any Rating Information (as defined below) to a Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), and (b) has not participated, and will not participate, in any oral communication of Rating Information with any Rating Agency or other nationally recognized statistical rating organization unless a designated representative from BMW Financial Services participated or participates in such communication; provided, however, that if an Underwriter receives an oral communication from a Rating Agency, such Underwriter is authorized to inform such Rating Agency that it will respond to the oral communication with a designated representative from BMW Financial Services or refer such Rating Agency to BMW Financial Services, who will respond to the oral communication. “Rating Information” means any oral or written information provided for the purpose of (a) determining the initial credit rating for the Notes, including information about the characteristics of the Receivables and the legal structure of the Notes or (b) undertaking credit rating surveillance on the Notes, including information about the characteristics and performance of the Receivables.

(g) Each Underwriter shall deliver to the Depositor, not less than one business day prior to the required date of filing thereof, all information included in a Permitted Underwriter Communication relating to the final terms of the Notes required to be filed with the Commission pursuant to Rule 433(d)(5)(ii) under the Act.

(h) The Depositor shall file with the Commission all information required to be filed that is delivered to it pursuant to Section 7(g) not later than two days after the later of the date such final terms have been established for all classes of the Notes and the date of first use of such information pursuant to Rule 433(d)(5)(ii) under the Act; provided, however, that the Depositor shall have no liability for any such failure resulting from the failure of any Underwriter to provide such information to the Depositor in accordance with Section 7(g).

(i) In the event that any Underwriter shall incur any costs or suffer any losses or damages in connection with the reformation of the Contract of Sale with any investor that received Defective Time of Sale Information, the Depositor and BMW Financial Services jointly and severally agree to reimburse such Underwriter for such costs, losses or damages; provided, that such reimbursement obligations of the Depositor and BMW Financial Services shall not apply to any such reformation to the extent resulting from an untrue statement or omission in the Defective Time of Sale Information contained in or omitted from the Defective Time of Sale Information in reliance upon and in conformity with the Underwriters’ Information.

SECTION 8. Conditions of the Obligations of the Underwriters. The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties made herein, to the accuracy of the statements of officers of the Depositor and BMW Financial Services made pursuant hereto when made, to the performance by

the Depositor and BMW Financial Services of their obligations hereunder, and to the following additional conditions precedent:

(a) On the Closing Date, each of the Transaction Documents, the Notes and the Certificates shall have been duly authorized, executed and delivered by the parties thereto, shall be in full force and effect and no default shall exist thereunder, and the Owner Trustee and the Indenture Trustee shall have received a fully executed copy thereof or, with respect to the Notes and Certificates, a conformed copy thereof. The Transaction Documents, the Notes and the Certificates shall be substantially in the forms heretofore provided to the Representative.

(b) Both at or before the date hereof, and on or before the Closing Date, the Representative shall have received three letters, one relating to the Receivables dated as of a date at least five business days prior to the date hereof, one relating to the Preliminary Prospectus, dated the date of the Preliminary Prospectus, and one relating to the Prospectus, dated as of the date of the Prospectus, in each case, delivered by KPMG LLP, independent certified public accountants, addressed to the Underwriters, substantially in the form of the drafts to which the Representative has agreed previously and otherwise substantially in form and substance reasonably satisfactory to the Representative and counsel to the Underwriters; provided, that the Underwriters shall have received the Accountant’s Due Diligence Report at or prior to the deadline set forth in Section 2(a)(xxxvii)(B).

(c) The Preliminary Prospectus, the Prospectus, each Free Writing Prospectus listed on Schedule III hereto or approved in writing by the Depositor and any “issuer information” (as defined above) included in any Permitted Underwriter Communication required to be filed with the Commission shall have been filed with the Commission in accordance with the Rules and Regulations and Section 7(h) hereof; on or prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Depositor or BMW Financial Services shall be contemplated by the Commission.

(d) The Representative shall have received an opinion or opinions of in-house counsel to the Depositor, BMW Financial Services and BMW Bank, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) Each of BMW Financial Services, the Depositor and BMW Bank (each, a “BMW Entity”) has been duly formed or chartered, as applicable, is validly existing and in good standing under the laws of the State of Delaware or the laws of the State of Utah, as applicable, and has all requisite power and authority to conduct the business in which it is engaged, and at all relevant times, and now has the power and authority to acquire, own, sell and, in the case of BMW Financial Services only, service the Receivables and the related Collateral. Each BMW Entity is duly qualified as a foreign limited liability company or corporation and in good standing in each jurisdiction where failure to be so qualified would have a material adverse effect on such BMW Entity’s business.

(ii) The execution and delivery by each BMW Entity of the Transaction Documents to which it is party and this Agreement, as applicable, and its performance of its obligations thereunder (x) are within such BMW Entity’s limited liability company or corporate power, as applicable, (y) have been duly authorized by all necessary limited liability company or corporate, as applicable, action and proceedings on the part of such BMW Entity and (z) will not:

a. require any authorization or approval or other action taken by or in respect of, or notice or filing with, any governmental body, agency or official or other entity;

b. contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents or any agreement, judgment, injunction, order, decree or other instrument binding upon such BMW Entity;

c. result in the creation of imposition of any adverse claim on assets of such BMW Entity, or any of its subsidiaries; or

d. require compliance with any bulk sales or similar law.

(iii) This Agreement and each Transaction Document to which such BMW Entity is a party, as applicable, has been duly executed and delivered by such BMW Entity.

(iv) To the knowledge of such counsel, each BMW Entity has obtained all material licenses, permits and other governmental authorizations that are necessary to the conduct of its business; such licenses, permits and other governmental authorizations are in full force and effect, and each BMW Entity is in all material respects complying therewith; and each BMW Entity is otherwise in compliance with all laws, rules, regulations and statutes of any jurisdiction to which it is subject, except where non-compliance would not have a material adverse effect on such BMW Entity or affect a material portion of the Receivables.

(v) There is no action, suit or other proceeding pending or threatened against any BMW Entity before any court, governmental agency or arbitrator which would materially affect the business or financial condition of a BMW Entity or which would materially adversely affect the ability of a BMW Entity to perform its obligations under its organizational documents, or the Transaction Documents or this Agreement or seeks to prevent the issuance of the Notes or the Certificates or asserts the invalidity of any Transaction Document or this Agreement.

(vi) Assuming that its standard procedures are followed with respect to the perfection of security interests in the Vehicles (and such counsel has no reason to believe that BMW Financial Services or BMW Bank has not followed its standard procedures in all material respects in connection with the perfection of security interests in the Vehicles), each of BMW Financial Services and BMW Bank has acquired or will acquire a perfected first priority security interest in the related Vehicles, and such

perfected first priority security interest will not be impaired by the transfer of the Receivables to the Depositor or to the Trust, as applicable.

(e) The Representative shall have received an opinion of Morgan, Lewis & Bockius LLP, counsel to the Depositor, BMW Financial Services, BMW Bank and the Trust, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) Each of the Registration Statement, as of its effective date, and the Prospectus as of its date, complied as to form in all material respects with the requirements of the Act and the rules and regulations thereunder applicable to a registration statement on Form SF-3 or to a final prospectus under such a registration statement, respectively, other than the following (as to which such counsel expresses no opinion): (i) the financial statements, other financial or accounting information or other statistical or numerical information, tabular or otherwise, contained in or incorporated by reference into the Registration Statement or the Prospectus, (ii) any other documents or information incorporated by reference into the Registration Statement or the Prospectus and (iii) any exhibits to the Registration Statement.

(ii) The Indenture has been qualified under the Trust Indenture Act of 1939, as amended.

(iii) The statements in the Prospectus set forth under the captions “Description of the Transfer and Servicing Agreements”, “Description of the Notes”, “Payments on the Notes”, “Asset Representations Reviewer” and “Credit Enhancement”, insofar as they describe certain provisions of the Transaction Documents, are correct in all material respects. The statements in the Prospectus set forth under the caption “Certain Legal Aspects of the Receivables”, insofar as they contain descriptions of federal or New York laws, legal conclusions, rules or regulations, are correct in all material respects.

(iv) Neither the Depositor nor the Trust is required to register as an investment company under the Investment Company Act. In reaching this conclusion with respect to the Trust, although there may be additional exclusions or exemptions available to the Trust, the Trust will rely on the exemption from the definition of “investment company” under the Investment Company Act provided by Rule 3a-7 under the Investment Company Act. The Trust is structured so as not to constitute a “covered fund” within the meaning of the final regulations issued December 10, 2013, implementing Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, commonly known as the “Volcker Rule.”

(v) The Notes, when duly authorized by all requisite limited liability company action on the part of the Depositor, executed by the Trust and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered against payment in accordance with this Agreement, will be entitled to the benefits of the Indenture and enforceable against the Trust in accordance with their terms.

(vi) No consent or approval by, or any notification of or filing with, any New York state or federal court, public body or authority (each, an “Authorization”) is required pursuant to New York state or federal law to be obtained or effected by the Depositor, BMW Financial Services, BMW Bank or the Trust in connection with the execution, delivery and performance by such party of each of the Transaction Documents (other than the Note Depository Letter) to which it is a party or this Agreement, as applicable, except for such consents, approvals, notifications or filings that have been obtained or made.

(vii) Each of the Transaction Documents to which the Depositor, BMW Financial Services, BMW Bank or the Trust is a party (other than the Trust Agreement and the Note Depository Letter, as to which such counsel expresses no opinion) and this Agreement, as applicable, constitutes a valid and binding agreement of the Depositor, BMW Financial Services, BMW Bank or the Trust, as applicable, enforceable against the Depositor, BMW Financial Services, BMW Bank or the Trust, respectively, in accordance with its respective terms.

(viii) The execution and delivery by the Depositor, BMW Financial Services, BMW Bank and the Trust of each of the Transaction Documents (other than the Note Depository Letter) to which it is a party and this Agreement, as applicable, and compliance by each of the Depositor, BMW Financial Services, BMW Bank and the Trust with the provisions thereof will not violate any law, statute, rule or regulation of the State of New York, or any federal law, statute, rule, or regulation.

In addition to the opinions set forth above, such counsel will confirm that the Registration Statement has been declared effective under the Act; the Preliminary Prospectus has been filed pursuant to Rule 424(h) of the Rules and Regulations within the time period required by Rule 424(h); the Prospectus has been filed pursuant to Rule 424(b) of the Rules and Regulations within the time period required by Rule 424(b); and, to such counsel’s knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Act and no proceedings for that purpose have been instituted by the Commission.

In addition, such counsel shall also state that is has reviewed the Registration Statement, the Time of Sale Information and the Prospectus, and participated in conferences with representatives of the Underwriters and representatives of BMW Financial Services, BMW Bank and the Depositor, their independent public accountants, and counsel for the Underwriters, regarding such documents and information and related matters, and that such counsel confirms to the Underwriters that, on the basis of the information gained in the course of performing the services referred to above, nothing came to such counsel’s attention that caused such counsel to believe that (A) the Registration Statement, on the effective date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (B) the Prospectus, as of its date or as of the Closing Date, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading or (C) the Time of Sale Information, as of the Time of Sale, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made,

not misleading. However, such counsel need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus or the Time of Sale Information, or express any belief with respect to (i) the financial statements or other financial, statistical, numerical or accounting information, tabular or otherwise, contained in or incorporated by reference into the Registration Statement, the Time of Sale Information or the Prospectus, (ii) any other documents or information incorporated by reference into the Registration Statement, the Time of Sale Information or the Prospectus, (iii) any exhibits to the Registration Statement or (iv) any trustee’s statement of eligibility on Form T-l. Further, such counsel need not assume any responsibility for any omission resulting from the failure of the Time of Sale Information to include information identified in the Time of Sale Information as omitted to the extent contained in the Prospectus.

Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters. In rendering such opinion, such counsel may state that they express no opinion as to the laws of any jurisdiction other than the federal law of the United States and the laws of the State of New York.

(f) Thompson Hine LLP, in its capacity as counsel to BMW Financial Services, the Depositor and the Trust, shall have delivered an opinion addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that so long as BMW Financial Services has and continuously retains possession in the State of Ohio of all tangible chattel paper comprised in the Receivables:

(i) The Receivables are “tangible chattel paper” or “electronic chattel paper” as defined in the UCC as in effect in the State of New York and the State of Ohio.

(ii) At and after the time of the transfer thereof from the Trust to the Indenture Trustee, the security interest of the Indenture Trustee in such tangible chattel paper arising under the Indenture will constitute a perfected security interest in such tangible chattel paper, subject to no prior or equal liens which may be perfected by the filing of a financing statement or by taking possession of such chattel paper.

(g) Morgan, Lewis & Bockius LLP, in its capacity as federal tax and ERISA counsel to the Depositor and the Trust, shall have delivered an opinion reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, to the effect that:

(i) The Notes will be treated as debt for United States federal income tax purposes; provided, that, for purposes of the foregoing, no opinion is expressed with respect to Notes held by the Depositor or a person related to the Depositor;

(ii) For United States federal income tax purposes, neither the Trust nor any portion of the Trust will be classified as an association or a publicly traded partnership taxable as a corporation;

(iii) The statements in the Prospectus under the headings “Summary of Terms—Tax Status”, “Material Income Tax Consequences” and “Annex A—Global Clearance, Settlement and Tax Documentation Procedures—Material U.S. Federal Income Tax Documentation Requirements” insofar as they describe certain provisions of federal law, or federal legal conclusions, are correct in all material respects; and

(iv) The statements in the Prospectus under the headings “Summary of Terms—ERISA Considerations” and “ERISA Considerations” insofar as they describe certain provisions of federal law or federal legal conclusions, are correct in all material respects.

(h) Morgan, Lewis & Bockius LLP, in its capacity as counsel to the Depositor and the Trust, shall have delivered an opinion reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, with respect to (i) the consolidation of the assets and liabilities of the Trust with those of BMW Bank or BMW FS, the Depositor or any other holder of Certificates under the doctrine of substantive consolidation and (ii) the characterization as a “true sale” of the sale of the Receivables from BMW Financial Services to the Depositor, from the Depositor to the Trust, and such other related matters as the Underwriters shall reasonably require and the Depositor shall have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. Such opinions shall be limited to the laws of the State of New York and United States federal law.

(i) Morgan, Lewis & Bockius LLP, in its capacity as counsel to BMW Bank, shall have delivered an opinion reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, with respect to the following matters:

(i) If the Federal Deposit Insurance Corporation (the “FDIC”) were appointed as receiver or conservator of BMW Bank under the Federal Deposit Insurance Act, as amended, 12 U.S.C. § 1811 et seq. (the “FDI Act”), a court would hold that the Receivables transferred by BMW Bank Receivables to the Depositor on the Closing Date in accordance with the BMW Bank Receivables Purchase Agreement would not be deemed to be property of the receivership or conservatorship estate of BMW Bank, and the FDIC acting as conservator or receiver for BMW Bank could not, by exercise of its authority to disaffirm or repudiate contracts under Section 11(e) of the FDI Act, 12 U.S.C. §1821(e), reclaim or recover such Receivables from the Depositor or its assignees (including the Indenture Trustee) or recharacterize such Receivables as property of the receivership or conservatorship estate of BMW Bank;

(ii) If the FDIC were appointed as receiver or conservator of BMW Bank under the FDI Act and if the FDIC sought to recharacterize the transfer of the Receivables transferred by BMW Bank to the Depositor pursuant to the BMW Bank

Receivables Purchase Agreement as a grant of a security interest to secure a debt obligation, paragraphs (d)(4), (e) and (g) of the FDIC regulation entitled “Treatment by the Federal Deposit Insurance Corporation as Conservator or Receiver of Financial Assets Transferred by an Insured Depository Institution in Connection With a Securitization or Participation After September 30, 2010,” 12 CFR § 360.6 (the “Rule”) would apply to the transfer of such Receivables by BMW Bank to the Depositor; and

(iii) If the FDIC were appointed as receiver or conservator of BMW Bank under the FDI Act and if the transfer of the BMW Bank Receivables by BMW Bank to the Depositor on the Closing Date in accordance with the BMW Bank Receivables Purchase Agreement were deemed to be a grant of a security interest to secure an obligation of BMW Bank, a court would hold that such security interest would be enforceable against BMW Bank notwithstanding the insolvency of BMW Bank or the appointment of the FDIC as conservator or receiver of BMW Bank, subject to the requirement (if the Rule does not apply) to obtain the consent of the FDIC before the exercise by the Depositor or its assigns (including the Indenture Trustee) of any right or power to terminate, accelerate, or declare a default under the BMW Bank Receivables Purchase Agreement or the Indenture or liquidate the Receivables transferred by BMW Bank to the Depositor pursuant to the BMW Bank Receivables Purchase Agreement or the Indenture or affect any contractual rights of BMW Bank within 45 days or 90 days, as applicable, following the appointment of the FDIC as the conservator or receiver of BMW Bank.

(j) The Representative shall have received an opinion of in-house counsel to the Asset Representations Reviewer, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) The Asset Representations Reviewer is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of Delaware, is qualified 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 properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representation Reviewer’s ability to perform its obligations under the Asset Representations Review Agreement.

(ii) The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under the Asset Representations Review Agreement, has duly authorized the execution, delivery and performance of the Asset Representations Review Agreement and has duly executed and delivered the Asset Representations Review Agreement. The Asset Representations Review Agreement is the legal, valid and binding agreement of the Asset Representations Reviewer, enforceable against it, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles.

(iii) The completion of the transactions contemplated by the Asset Representations Review Agreement and the execution, delivery and performance of the Asset Representation Reviewer’s obligations under the Asset Representations Review Agreement will not (a) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, contract, guarantee or similar document under which the Asset Representation Reviewer is a party, (b) result in the creation or imposition of a lien on the properties or assets of the Asset Representation Reviewer under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (c) violate the organizational documents of the Asset Representation Reviewer or (d) violate a law, or to such counsel’s knowledge, an order, judgment, decree, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representation Reviewer or its properties that applies to the Asset Representation Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representation Reviewer's ability to perform its obligations under the Asset Representations Review Agreement.

(iv) There are no proceedings or investigations pending or, to such counsel’s knowledge, threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (a) asserting the invalidity of the Asset Representations Review Agreement, (b) seeking to prevent the completion of the transactions contemplated by the Asset Representations Review Agreement or (c) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representation Reviewer’s ability to perform its obligations under, or the validity or enforceability of, the Asset Representations Review Agreement.

(k) The Representative shall have received an opinion of Dorsey & Whitney LLP, counsel to the Indenture Trustee, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) The Indenture Trustee is a national banking association validly existing and in good standing under the laws of the United States of America, with the requisite corporate power to enter into and perform its obligations under each of the Transaction Documents to which it is a party.

(ii) The Indenture Trustee has duly authorized, executed and delivered the Transaction Documents to which it is a party. Assuming the due authorization, execution and delivery thereof by the other parties thereto, each of the Transaction Documents to which the Indenture Trustee is a party is the legal, valid and binding agreement of the Indenture Trustee, enforceable in accordance with its terms against the Indenture Trustee.

(iii) The execution, delivery or performance by the Indenture Trustee of the Transaction Documents to which it is a party does not now, and will not after the Closing Date, (a) conflict with, result in a breach of or constitute a default under any term

or provision of the articles of association or bylaws of the Indenture Trustee, any term or provision of any agreement, contract, instrument or indenture of any nature whatsoever, known to such counsel, to which the Indenture Trustee is a party or by which it is bound, or, to the best of such counsel’s knowledge, any order, judgment, writ, injunction or decree of any court or governmental authority having jurisdiction over the Indenture Trustee, or (b) to the best of such counsel’s knowledge, result in the creation or imposition of any lien, charge or encumbrance upon the Trust Estate (except as contemplated by the Transaction Documents to which the Indenture Trustee is a party).

(iv) To the best of such counsel’s knowledge, there are no actions, proceedings or investigations pending or threatened against the Indenture Trustee before any court, administrative agency or tribunal (a) asserting the invalidity of the Transaction Documents to which the Indenture Trustee is a party, (b) seeking to prevent the consummation of any of the transactions contemplated by the Transaction Documents to which the Indenture Trustee is a party, or (c) that might materially and adversely affect the performance by the Indenture Trustee of its obligations under, or the validity or enforceability of, the Transaction Documents to which it is a party.

(v) The execution, delivery and performance by the Indenture Trustee of the Transaction Documents to which it is a party will not conflict with or violate any provisions of any law or regulation governing the banking and trust powers of the Indenture Trustee. Such execution, delivery and performance will not require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the activities of the Indenture Trustee.

(vi) The Notes have been duly authenticated and delivered by the Indenture Trustee in accordance with the Indenture.

(vii) The Certificates have been duly authenticated and delivered by U.S. Bank National Association, as the Owner Trustee’s authentication agent, in accordance with the Trust Agreement.

(l) The Representative shall have received an opinion of Richards, Layton & Finger, P.A., counsel to the Owner Trustee, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) The Owner Trustee is validly existing as a national banking association in good standing under the federal laws of the United States of America.

(ii) The Owner Trustee has the power and authority to execute, deliver and perform the Trust Agreement and to consummate the transactions contemplated thereby.

(iii) The Trust Agreement has been duly authorized, executed and delivered by the Owner Trustee.

(iv) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of the transactions contemplated thereby, nor compliance with the terms thereof conflict with or result in a breach of, or constitute a default under the provisions of, the Owner Trustee’s certificate of incorporation or bylaws or any law, rule or regulation of the State of Delaware or the United States governing the trust powers of the Owner Trustee.

(v) Neither the execution, delivery and performance by the Owner Trustee of the Trust Agreement, nor the consummation by the Owner Trustee of the transactions contemplated thereby, nor compliance with the terms thereof requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency under the laws of the State of Delaware or the federal laws of the United States of America governing the trust powers of the Owner Trustee.

(vi) To the knowledge of such counsel, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Owner Trustee before any court or other government authority which, if adversely determined would materially and adversely affect the ability of the Owner Trustee to carry out the transactions contemplated by the Trust Agreement.

(m) The Representative shall have received an opinion of Richards, Layton & Finger, P.A., special Delaware counsel to the Trust, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) The Trust has been duly formed and is validly existing and in good standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Statutory Trust Act”), and has the power and authority under the Trust Agreement and the Statutory Trust Act to execute, deliver and perform its obligations under the Transaction Documents and to issue the Notes and the Certificates.

(ii) The Transaction Documents and performance of obligations thereunder and the Notes have been duly authorized, executed and delivered by the Trust.

(iii) The Trust Agreement is a legal, valid and binding obligation of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms.

(iv) Neither the execution, delivery and performance by the Trust of the Transaction Documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the certificate of trust and the UCC financing statements with the Secretary of State of the State of Delaware.

(v) Neither the execution, delivery and performance by the Trust of the Transaction Documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

(vi) Under § 3805(b) of the Statutory Trust Act, no creditor of any Certificateholder shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Trust except in accordance with the terms of the Trust Agreement.

(vii) Under the Statutory Trust Act, the Trust is a separate legal entity and, assuming that the Sale and Servicing Agreement conveys good title to the Trust property to the Trust as a true sale and not as a security arrangement, the Trust rather than the holders of the Certificates will hold whatever title to the Trust property as may be conveyed to it from time to time pursuant to the Sale and Servicing Agreement, except to the extent that the Trust has taken action to dispose of or otherwise transfer or encumber any part of the Trust property.

(viii) Under § 3808(a) and (b) of the Statutory Trust Act, the Trust may not be terminated or revoked by the holders of the Certificates, and the dissolution, termination or bankruptcy of any holder of the Certificates shall not result in the termination or dissolution of the Trust, except to the extent otherwise provided in the Trust Agreement.

(ix) Under § 3805(c) of the Statutory Trust Act, except to the extent otherwise provided in the Trust Agreement, a holder of a Certificate (including the Depositor in its capacity as such) has no interest in specific Trust property.

(x) The Certificates have been duly authorized and executed by the Trust and, when authenticated and delivered and paid for in accordance with the terms of the Trust Agreement, the Certificates will be validly issued and entitled to the benefits of the Trust Agreement.

(n) The Representative shall have received an opinion of Richards, Layton & Finger, P.A., special counsel to the Depositor, addressed to the Underwriters, dated the Closing Date and reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, to the effect that:

(i) The Depositor has been duly formed and is validly existing in good standing as a limited liability company under the laws of the State of Delaware.

(ii) The limited liability company agreement of the Depositor (the “LLC Agreement”) constitutes a legal, valid and binding agreement of BMW Financial Services, the primary member (the “Member”) and BMW FS Receivables Corp., a Delaware corporation, as the second member of the Depositor (the “Special Member”, and together with the Member, the “Members”) and is enforceable against the Members, in accordance with its terms.

(iii) The limited liability company agreement of the Member (the “Member Agreement”) constitutes a legal, valid and binding agreement of BMW North America, LLC (formerly known as BMW of North America, Inc.) (“BMW”), the sole member, and is enforceable against BMW, in accordance with its terms.

(iv) Under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq. (the “LLC Act”), and the LLC Agreement, the Depositor has all necessary limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party, and to perform its obligations thereunder.

(v) Under the LLC Act and the LLC Agreement, the execution and delivery by the Depositor of this Agreement and the Transaction Documents to which it is a party, and the performance by the Depositor of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Depositor.

(vi) Under the LLC Act and the Member Agreement, the Member has all necessary limited liability company power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and the LLC Agreement, and to perform its obligations thereunder.

(vii) Under the LLC Act and the Member Agreement, the execution and delivery by the Member of this Agreement and the Transaction Documents to which it is a party and the LLC Agreement, and the performance by the Member of its obligations thereunder, have been duly authorized by all necessary limited liability company action on the part of the Member.

(viii) If properly presented to a Delaware court, a Delaware court applying Delaware law would conclude that (i) in order for a Person to file a voluntary bankruptcy petition on behalf of the Depositor, the unanimous affirmative vote of all of the Members, which vote must include the vote of all of the Independent Directors (as defined in the LLC Agreement) of the Special Member, as provided for in Section 2.6(d) of the LLC Agreement, is required and (ii) such provision, contained in Section 2.6(d) of the LLC Agreement, that requires the unanimous affirmative vote of all of the Members, which vote must include the vote of all of the Independent Directors of the Special Member, in order for a Person to file a voluntary bankruptcy petition on behalf of the Depositor, constitutes a legal, valid and binding agreement of the Member, and is enforceable against the Member, in accordance with its terms.

(ix) Under the LLC Act and the LLC Agreement, the Bankruptcy (as defined in the LLC Agreement) or dissolution of the Member will not, by itself, cause the Depositor to be dissolved or its affairs to be wound up.

(x) While under the LLC Act, on application to a court of competent jurisdiction, a judgment creditor of the Member may be able to charge the Member’s share of any profits and losses of the Depositor and the Member’s right to receive

distributions of the Depositor’s assets (the “Member’s Interest”), to the extent so charged, the judgment creditor has only the right to receive any distribution or distributions to which the Member would otherwise have been entitled in respect of such Member’s Interest. Under the LLC Act, no creditor of the Member shall have any right to obtain possession of, or otherwise exercise legal or equitable remedies with respect to, the property of the Depositor. Thus, under the LLC Act, a judgment creditor of the Member may not satisfy its claims against the Member by asserting a claim against the assets of the Depositor.

(xi) Under the LLC Act (i) the Depositor is a separate legal entity, and (ii) the existence of the Depositor as a separate legal entity shall continue until the cancellation of the certificate of formation of the Depositor.

(xii) A federal court of competent jurisdiction would hold that Delaware law, and not federal law, would govern the determination of what persons or entities have authority to file a voluntary bankruptcy petition on behalf of the Depositor.

(o) Sidley Austin llp, counsel to the Underwriters, shall have furnished to the Representative such opinions or negative assurance letters addressed to the Underwriters, dated the Closing Date, with respect to certain securities law issues and other related matters as the Representative may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable such opinions or negative assurance letters to be based upon such matters.

(p) Hudson Cook, LLP, in its capacity as special counsel to BMW Financial Services, BMW Bank and the Depositor, shall have delivered an opinion reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, to the effect that, (i) with respect to the security interest of BMW Financial Services or BMW Bank, as applicable, in the Financed Vehicles created by a Receivable that was originated in the State of California (each, a “California Receivable”), following BMW Financial Services’ or BMW Bank’s, as applicable, deposit of a properly endorsed certificate of ownership or an application in usual form for an original registration, as applicable, with respect to the related Financed Vehicle, together with payment of any applicable fees, no filing or other action is necessary to perfect or continue the perfected status of such security interest as against creditors of or transferees from the Obligor under such California Receivable and (ii) each blank, unexecuted form of contract relating to the California Receivables reviewed by such counsel complies, or complied when in use, with all applicable federal and California laws, rules and regulations. Such opinion may contain such assumptions, qualifications and limitations as are customary in opinions of this type and are reasonably acceptable to counsel to the Underwriters.

(q) Morgan, Lewis & Bockius LLP, in its capacity as counsel to the Depositor and the Trust, shall have delivered an opinion reasonably satisfactory in form and substance to the Representative and counsel to the Underwriters, dated the Closing Date and addressed to the Underwriters, to the effect that:

(i) Each Transfer Agreement creates an enforceable security interest in favor of the applicable Transferee under the applicable Transfer Agreement in the applicable Transferor’s right, title and interest in and to the applicable Article 9 Collateral transferred or pledged, as applicable, by the applicable Transferor to the applicable Transferee pursuant to the applicable Transfer Agreement.

(ii) To the extent that the security interest of a Transferee in the applicable Article 9 Filing Collateral transferred or pledged, as applicable, by the applicable Transferor to the applicable Transferee pursuant to the applicable Transfer Agreement is (a) a security interest to secure payment or performance of an obligation or (b) an interest of a buyer of accounts or chattel paper, the filing of the applicable Financing Statement in the Filing Office will be effective to perfect such security interest of the Transferee in such Article 9 Filing Collateral. Such security interest in favor of the Transferee in such Article 9 Filing Collateral (other than investment property) will be prior to any security interest in such Article 9 Filing Collateral granted by the Transferor in favor of any other person.

(iii) To the extent that the security interest of the Transferee in the applicable Article 9 Collateral transferred by the applicable Transferor to the applicable Transferee pursuant to the applicable Transfer Agreement is an interest of a buyer of promissory notes or payment intangibles, the security interest of the Transferee in such Article 9 Collateral will be perfected upon the attachment of the security interest. Such security interest in favor of the Transferee will be prior to any security interest in such Article 9 Collateral granted by the Transferor in favor of any other person.

(iv) With respect to Article 9 Collateral credited to the Reserve Account that constitutes instruments, delivery of such Article 9 Collateral to and continued possession such Article 9 Collateral by the Indenture Trustee will be effective to perfect the security interest of the Indenture Trustee in such Article 9 Collateral. So long as continuous physical possession of the Article 9 Collateral is maintained by the Indenture Trustee, such security interest in favor of the Indenture Trustee will be prior to any security interest in such Article 9 Collateral granted by the Trust in favor of any other person.

(v) With respect to Article 9 Collateral credited to the Reserve Account that constitutes security entitlements, upon becoming the entitlement holder of such Article 9 Collateral, the security interest of the Indenture Trustee in such Article 9 Collateral will be perfected. So long as the Indenture Trustee remains the entitlement holder of such Article 9 Collateral, such security interest in favor of the Indenture Trustee will be prior to any security interest in such Article 9 Collateral granted by the Trust in favor of any other person.

(vi) With respect to Article 9 Collateral credited to the Reserve Account that constitutes certificated securities, delivery of such Article 9 Collateral to and continued possession of such Article 9 Collateral by the Indenture Trustee and indorsement of such Article 9 Collateral to the Indenture Trustee or in blank by an effective indorsement or registration of such Article 9 Collateral in the name of the

Indenture Trustee will be effective to perfect the security interest of the Indenture Trustee in such Article 9 Collateral. So long as continuous physical possession of each such indorsed or registered Article 9 Collateral is maintained by Indenture Trustee, such security interest in favor of the Indenture Trustee will be prior to any security interest in such Article 9 Collateral granted by the Trust in favor of any other person.

(vii) With respect to Article 9 Collateral credited to the Reserve Account that constitutes uncertificated securities, registration by the issuer of the uncertificated securities on its books of the Indenture Trustee as the registered owner of such Article 9 Collateral will be effective to perfect the security interest of the Indenture Trustee in such Article 9 Collateral. So long as the Indenture Trustee remains the registered owner of such Article 9 Collateral, such security interest in favor of the Indenture Trustee will be prior to any security interest in such Article 9 Collateral granted by the Trust in favor of any other person.

For purposes of the opinion,

(a) “Transfer Agreement” means, as applicable, the BMW FS Receivables Purchase Agreement, the BMW Bank Receivables Purchase Agreement, the Sale and Servicing Agreement or the Indenture;

(b) “Transferor” means, as applicable, BMW Financial Services as seller under the BMW FS Receivables Purchase Agreement, BMW Bank as seller under the BMW Bank Receivables Purchase Agreement, the Depositor as seller under the Sale and Servicing Agreement or the Trust as grantor under the Indenture;

(c) “Transferee” means, as applicable, the Depositor as purchaser under the Receivables Purchase Agreements, the Trust as purchaser under the Sale and Servicing Agreement or the Indenture Trustee as grantee under the Indenture;

(d) “Article 9 Collateral” means the Receivables and the other assets transferred or pledged, as applicable, by a Transferor to its Transferee pursuant to the applicable Transfer Agreement in which a security interest as defined in Section 1-201 of the UCC in effect in New York on the date hereof (the “New York UCC”) may be created under Article 9 of the New York UCC;

(e) “Article 9 Filing Collateral” means the Article 9 Collateral in which a security interest may be perfected by the filing of a financing statement pursuant to the UCC that governs the perfection of a security interest in such Article 9 Collateral by the filing of a financing statement;

(f) “Controlling UCC” means

(i) the New York UCC, to the extent that the New York UCC governs the enforceability, perfection, effect of perfection or non-perfection, or priority of a security interest granted by the applicable Transferor in the Article 9 Collateral; and

(ii) the UCC in effect on the date hereof in the State of Delaware to the extent that such UCC governs (1) the perfection of a non-possessory security interest granted by BMW Financial Services in the Article 9 Collateral (other than perfection by control of a security interest in deposit accounts, investment property, or letter of credit rights) or (2) the effect of perfection or nonperfection and the priority of a security interest granted by BMW Financial Services in the Article 9 Collateral that does not consist of investment property, deposit accounts, letter of credit rights, tangible negotiable documents, goods, instruments, money or tangible chattel paper;

(iii) the UCC in effect on the date hereof in the State of Utah to the extent that such UCC governs (1) the perfection of a non-possessory security interest granted by BMW Bank in the Article 9 Collateral (other than perfection by control of a security interest in deposit accounts, investment property, or letter of credit rights) or (2) the effect of perfection or nonperfection and the priority of a security interest granted by BMW Bank in the Article 9 Collateral that does not consist of investment property, deposit accounts, letter of credit rights, tangible negotiable documents, goods, instruments, money or tangible chattel paper; and

(iv) the UCC in effect on the date hereof in the State of Ohio to the extent that each such UCC governs the effect of perfection or nonperfection and the priority of a security interest granted by the applicable Transferor in the Article 9 Collateral consisting of tangible chattel paper;

(g) “Filing Office” means with respect to (x) BMW Financial Services as debtor, the office of the Secretary of State of the State of Delaware and (y) BMW Bank as debtor, the office of the Secretary of State of the State of Utah;

(h) “Financing Statement” means each financing statement that we reviewed in connection with the transaction on form UCC-1 authorized by and naming the applicable Transferor, as debtor, naming the applicable Transferee as secured party, and indicating the Article 9 Filing Collateral transferred pursuant to the applicable Transfer Agreement as the collateral covered by the applicable Financing Statement, to be filed in the applicable Filing Office; and

(i) All terms used in the opinion letter not otherwise defined therein that are defined or used in the Controlling UCC have the meanings given such terms in the Controlling UCC.

Such opinion shall be limited to matters arising under the federal laws of the United States of America and the laws of the State of New York and the Controlling UCC as in effect on the date thereof.

(r) The Representative shall have received copies of each opinion of counsel delivered to any rating agency, together with a letter addressed to the Underwriters (but only to the extent that the Underwriters are not addressees of such opinion), dated the Closing Date, to

the effect that the Underwriters may rely on each such opinion to the same extent as though such opinion was addressed to each as of its date.

(s) The Representative shall have received certificates dated the Closing Date of any two of the President, Chief Financial Officer, any Vice President, the Controller or the Treasurer of the Depositor and BMW Financial Services in which such officers shall state that: (i) the representations and warranties made by such entity contained in the Transaction Documents to which it is a party and this Agreement are true and correct, that such party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied under such agreements on or before the Closing Date, (ii) since the date of this Agreement there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the condition, financial or otherwise, or in the earnings, business or operations of the Trust, the Depositor or BMW Financial Services except as disclosed to the Representative in writing and set forth in the Time of Sale Information and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or are contemplated by the Commission.

(t) The Representative shall have received a certificate, executed by the Indenture Trustee, stating that any information contained in the Statement of Eligibility and Qualification (Form T-1) filed with the Registration Statement is true, accurate and complete.

(u) The Representative shall have received evidence satisfactory to the Representative that, on or before the Closing Date, UCC-1 financing statements, have been or are being filed in all applicable governmental offices reflecting (i) the transfer of the interest of BMW Financial Services in the Receivables, and the proceeds thereof to the Depositor pursuant to the BMW FS Receivables Purchase Agreement, (ii) the transfer of the interest of BMW Bank in the Receivables, and the proceeds thereof to the Depositor pursuant to the BMW Bank Receivables Purchase Agreement, (iii) the transfer of the interest of the Depositor in the Receivables Purchase Agreements, the Receivables, and the proceeds thereof to the Trust pursuant to the Sale and Servicing Agreement, and (iv) the grant by the Trust to the Indenture Trustee under the Indenture of a security interest in the interest of the Trust in the Receivables Purchase Agreements, the Sale and Servicing Agreement, the Receivables, the Collateral and the proceeds thereof.

(v) Each Class of Notes shall have been rated the rating specified in the Ratings Free Writing Prospectus by the hired NRSROs specified in the Ratings Free Writing Prospectus.

(w) The Representative shall have received, from each of BMW Financial Services, the Depositor and BMW Bank, a certificate executed by a secretary or assistant secretary thereof to which shall be attached certified copies of the: (i) certificate of formation, (ii) limited liability company agreement or other applicable organizational documents, (iii) applicable resolutions authorizing the transactions contemplated hereby and in the Transaction Documents and (iv) designation of incumbency with respect to each such entity.

(x) All requirements of Rules 15Ga-2 and 17g-10 under the Exchange Act have been and will be timely complied with.

The Depositor shall provide or cause to be provided to the Representative conformed copies of such opinions, certificates, letters and documents as the Representative or counsel to the Underwriters may reasonably request.

SECTION 9. Termination. This Agreement shall be subject to termination in the sole discretion of the Representative by notice to the Depositor given on or prior to the Closing Date in the event that the Depositor shall have failed, refused or been unable to perform all obligations and satisfy all conditions on its part to be performed or satisfied hereunder at or prior thereto or, if at or prior to the Closing Date, (a) trading in securities generally on the New York Stock Exchange shall have been suspended or materially limited or minimum or maximum prices shall have been established by or on, as the case may be, the Commission or the New York Stock Exchange; (b) trading of any securities of the Depositor or any Affiliate of the Depositor shall have been suspended on any exchange or in any over-the-counter market; (c) a general moratorium on commercial banking activities shall have been declared by either federal, New Jersey State authorities or New York State authorities; (d) there shall have occurred (i) an outbreak or escalation of hostilities between the United States and any foreign power, (ii) an outbreak or escalation of any other insurrection or armed conflict involving the United States, or (iii) any other calamity or crisis or materially adverse change in general economic, political or financial conditions having an effect on the U.S. financial markets that, in the sole judgment of the Representative, makes it impractical or inadvisable to proceed with the offering or the delivery of the Notes as contemplated by the Prospectus, as amended as of the date hereof; (e) any change, or any development involving a prospective change, in or affecting the Receivables or particularly the business or properties of the Trust, the Depositor or BMW Financial Services shall have occurred which, in the judgment of the Representative, materially impairs the investment quality of the Notes or makes it impractical or inadvisable to market the Notes; or (f) any downgrading in the rating of any debt securities of the Depositor or any of its Affiliates, including but not limited to outstanding asset-backed securities issued by securitization trusts, if any, by any “nationally recognized statistical rating organization” (as defined under Section 15E of the Exchange Act), or any public announcement that any such organization has under surveillance or review its rating of any such debt securities (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating) shall have occurred. Termination of this Agreement pursuant to this Section 9 shall be without liability of any party to any other party except for the liability of the Depositor in relation to expenses as provided in Section 6 hereof, the indemnity provided in Section 10 hereof and any liability arising before or in relation to such termination.

SECTION 10. Indemnification and Contribution.

(a) The Depositor and BMW Financial Services will, jointly and severally, indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and/or liabilities, joint or several, to which such Underwriter or other indemnified person may become subject under the Act, the Exchange Act or otherwise, insofar

as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon:

(i) any untrue statement or alleged untrue statement made by the Depositor or BMW Financial Services in Section 2 hereof,

(ii) any untrue statement or alleged untrue statement of any material fact contained or incorporated in the Registration Statement, any preliminary prospectus, the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus or any amendment or supplement thereto,

(iii) the omission or alleged omission to state in the Registration Statement, the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus or any amendment or supplement thereto a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading,

(iv) any untrue statement or alleged untrue statement of a material fact contained in a Permitted Underwriter Communication or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however that this subsection (iv) shall only apply to untrue statements, alleged untrue statements, omissions and alleged omissions that result from or are based upon errors or omissions in the Issuer Information, or

(v) any untrue statement or alleged untrue statement of any material fact contained in the Form ABS-15G, or the omission or alleged omission to state in the Form ABS-15G a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

and will reimburse, as incurred, each such indemnified party for any legal or other costs or expenses reasonably incurred by it in connection with investigating, preparing, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided, however, that the Depositor and BMW Financial Services will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus or any amendment or supplement thereto in reliance upon and in conformity with the Underwriters’ Information; provided, further, that the Depositor and BMW Financial Services shall not be liable to any Underwriter or any of the directors, officers, employees and agents of an Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act with respect to any loss, claim, damage or liability that results from the fact that the Underwriter sold Notes to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, if delivery thereof was required, a copy of the Prospectus or of the Prospectus as then amended or supplemented, whichever is most recent, if the Depositor has previously furnished copies thereof to such

Underwriter. The indemnity provided for in this Section 10 shall be in addition to any liability which the Depositor and BMW Financial Services may otherwise have. The Depositor and BMW Financial Services will not, without the prior written consent of the Representative, settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder (whether or not the Representative or other indemnified person is a party to such claim, action, suit or proceeding), unless such settlement, compromise or consent (i) includes an unconditional release of all of the Underwriters and such other indemnified person from all liability arising out of such claim, action, suit or proceeding and (ii) does not include a statement as to or admission of, fault, culpability or a failure to act by or on behalf of any Underwriter or other indemnified person.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless each of the Depositor and BMW Financial Services, each of its directors and officers and each person, if any, who controls the Depositor or BMW Financial Services within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities to which the Depositor, BMW Financial Services or any such director, officer or controlling person may become subject under the Act or otherwise, insofar as such losses, claims, damages and/or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement (or any amendment thereto), the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus (or any amendment or supplement thereto) or (ii) the omission or the alleged omission to state in the Registration Statement (or any amendment thereto), the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus (or any amendment or supplement thereto) a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with (x) such Underwriter’s Underwriters’ Information or (y) any Derived Information of such Underwriter that does not result from or was not based upon an error or omission in (A) the Registration Statement, the Time of Sale Information (including any Corrected Time of Sale Information) or the Prospectus (unless such error or omission is in the Underwriters’ Information) or (B) the Computer Tape and, subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any legal or other expenses reasonably incurred by the Depositor, BMW Financial Services or any such director, officer or controlling person in connection with investigating, preparing, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or any action in respect thereof. The remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(c) In case any proceeding (including any governmental investigation) shall be instituted or claim made involving any person in respect of which indemnity may be sought pursuant to paragraph (a) or (b) of this Section 10, such person (for purposes of this paragraph (c), the “indemnified party”) shall, promptly after receipt by such party of notice of the commencement of such action or claim, notify the person against whom such indemnity may be sought (for purposes of this paragraph (c), the “indemnifying party”), but the failure to so notify the indemnifying party will not relieve it from any liability which it may have to any

indemnified party (i) under paragraph (a) or (b) of this Section 10 unless and to the extent it did not otherwise learn of such action or claim and such failure results in the forfeiture by the indemnifying party of substantial rights and defenses or (ii) otherwise than under this Section 10. In case any such action or claim is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which may be counsel to such indemnifying party if otherwise reasonably acceptable to the indemnified party); provided, however, that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be one or more legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select separate counsel to defend such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense of any such action and approval by such indemnified party of counsel appointed to defend such action, the indemnifying party will not be liable to such indemnified party under this Section 10 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in connection with the defense thereof; provided, however, an indemnified party shall have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel for the indemnified party will be at the expense of such indemnified party, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that in connection with such action the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel in each applicable local jurisdiction) in any one action or separate but substantially similar actions arising out of the same general allegations or circumstances, designated in writing by the Representative in the case of paragraph (a) of this Section 10, representing the indemnified parties under such paragraph (a) who are parties to such action or actions), or (ii) the indemnifying party does not promptly retain counsel satisfactory to the indemnified party, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall be liable for any settlement of any such action effected without its written consent, which shall not be unreasonably withheld, but if settled with its written consent or if there be a final judgment of the plaintiff in any such action, the indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceedings and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred.

(d) In circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 10 is unavailable or insufficient, for any reason, to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Depositor and BMW Financial Services on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total proceeds from the offering of the Notes (before deducting expenses) received by the Depositor bear to the total discounts and commissions received by the Underwriters (the “Spread”), in each case as set forth in the Prospectus. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Depositor or BMW Financial Services on the one hand or the Underwriters on the other hand, the parties’ relative intents, knowledge, access to information and opportunity to correct or prevent such statement or omission, and any other equitable considerations appropriate in the circumstances. The Depositor, BMW Financial Services and the Underwriters agree that it would not be equitable if the amount of such contribution were determined by pro rata or per capita allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take into account the equitable considerations referred to above in this paragraph (d). The amount paid or payable by an indemnified party as a result of the loss, claim, damage or liability referred to above in this Section 10 shall be deemed to include, subject to the limitations on the fees and expenses of separate counsel set forth above in this Section 10, for purposes of this Section 10, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim or any action in respect thereof. Notwithstanding any other provision of this paragraph (d), no Underwriter shall be obligated to make contributions hereunder that in the aggregate exceed the amount by which the Spread received by it in the initial offering of such Notes, less the aggregate amount of any damages that such Underwriter has otherwise been required to pay in respect of the same or any substantially similar claim, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute hereunder are several in proportion to their respective principal amount of Notes they have purchased hereunder, and not joint. For purposes of this paragraph (d), each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, and each director, officer, employee and agent of an Underwriter shall have the same rights to contribution as such Underwriter, and each director of the Depositor and BMW Financial Services, each officer of the Depositor and BMW Financial Services and each person, if any, who controls the Depositor and BMW Financial Services within the meaning of

Section 15 of the Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Depositor and BMW Financial Services.

SECTION 11. Additional Representations and Warranties by each Underwriter.

(a) In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), each Underwriter, severally and not jointly, represents that from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Notes to the public in that Relevant Member State other than:

(i) to any legal entity which is a “qualified investor” as defined in the Prospectus Directive;

(ii) to fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the lead Underwriter; or

(iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive;

provided, that no such offer of Notes shall require the Trust, the Depositor or any Underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

(b) For purposes of Section 11(a), (i) the expression an “offer of Notes to the public” in relation to any Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant implementing measure in the Relevant Member State.

(c) Each Underwriter severally and not jointly represents that (i) to the extent that it is carrying on business in the United Kingdom, is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell the Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by the Trust.

(d) Each Underwriter severally and not jointly represents that it (i) has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the Notes in

circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositor and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.

(e) Each Underwriter severally and not jointly represents that it has not obtained any Due Diligence Report from any third party due diligence service provider in connection with the offering of the Notes except for the Accountant’s Due Diligence Report.

SECTION 12. Defaults by an Underwriter. If any one or more Underwriter(s) fail(s) to purchase and pay for any of the Notes agreed to be purchased by such Underwriter(s) hereunder, and such failure constitutes a default in the performance of its or their obligations under this Agreement, the remaining Underwriter(s) shall be obligated severally to take up and pay for (in the respective proportions that the amount of Notes set forth opposite their names in Schedule I bears to the aggregate amount of Notes set forth opposite the names of all the remaining Underwriter(s)) the Notes that the defaulting Underwriter(s) agreed but failed to purchase; provided, however, that if the aggregate amount of Notes that the defaulting Underwriter(s) agreed but failed to purchase exceeds 10% of the aggregate principal amount of Notes, the remaining Underwriter(s) shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Notes, and if such non-defaulting Underwriter(s) do not purchase all the Notes, this Agreement will terminate without liability to any non-defaulting Underwriter. In the event of a default by any Underwriter as set forth in this paragraph, the Closing Date shall be postponed for such period, not exceeding seven days, as the remaining Underwriter(s) shall determine in order that the required changes in the Prospectus or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Underwriter(s) of any liability to the Depositor, BMW Financial Services, their respective affiliates and any non-defaulting Underwriter(s) for damages occasioned by its default hereunder.

SECTION 13. Survival of Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements set forth in or made pursuant to this Agreement or contained in certificates of officers submitted pursuant hereto shall remain operative and in full force and effect, regardless of any investigation or statement as to the results thereof, and will survive delivery of and payment for the Notes. The respective agreements, covenants, indemnities and other statements set forth in Sections 6 and 10 hereof shall remain in full force and effect, regardless of any termination or cancellation of this Agreement. If for any reason the purchase of the Notes by the Underwriters is not consummated, each of the Depositor and BMW Financial Services shall remain responsible for the expenses to be paid or reimbursed pursuant to Section 6 hereof. If for any reason the purchase of the Notes by the Underwriters is not consummated, the Depositor and BMW Financial Services will reimburse the Underwriters severally, upon demand, for all out-of-pocket expenses (including fees and disbursements of counsel) incurred by any Underwriter in connection with the offering of the Notes.

SECTION 14. Notices. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative. Any notice or notification in any form to be given under this Agreement may be

delivered in person or sent by facsimile or telephone (subject in the case of a communication by telephone to confirmation by facsimile) addressed to:

in the case of the Depositor:

BMW FS Securities LLC
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677
Facsimile: (800) 362-4269
Attention: Legal Department

in the case of BMW Financial Services:

BMW Financial Services NA, LLC
300 Chestnut Ridge Road
Woodcliff Lake, New Jersey 07677
Facsimile: (201) 307-9286
Attention: Mathew Morgenstern

in the case of the Representative:

J.P. Morgan Securities LLC
383 Madison Avenue, 31^st Floor
New York, New York 10179
Facsimile: (917) 464-9175
Attention: Billy Wong

Any such notice shall take effect, in the case of delivery, at the time of delivery and, in the case of facsimile, at the time of dispatch.

SECTION 15. Miscellaneous.

(a) Time shall be of the essence of this Agreement.

(b) The headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect, the meaning or interpretation of this Agreement.

(c) For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange is open for trading.

(d) This Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Agreement and any party may enter into this Agreement by executing a counterpart.

SECTION 16. Successors. This Agreement shall inure to the benefit of and shall be binding upon the several Underwriters, the Depositor, BMW Financial Services and their respective successors and legal representatives, and nothing expressed or mentioned in this

Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person, except that (i) the indemnities of the Depositor and BMW Financial Services contained in Section 10 hereof shall also be for the benefit of any officers, directors, employees or agents of any Underwriter, any person or persons who control any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the indemnities of the Underwriters contained in Section 10 hereof shall also be for the benefit of the directors of the Depositor and BMW Financial Services, the officers of the Depositor and BMW Financial Services and any person or persons who control the Depositor or BMW Financial Services within the meaning of Section 15 of the Act or Section 20 of the Exchange Act. No purchaser of Notes from any Underwriter shall be deemed a successor because of such purchase.

SECTION 17. Severability. It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the law and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, in the event that any provision of this Agreement would be held in any jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION 18. Governing Law. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAWS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW).

SECTION 19. Submission to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, any documents executed and delivered in connection herewith or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at its address set forth in Section 14 or, if not therein, in the Indenture; and

(d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction.

SECTION 20. Waiver Of Jury Trial. EXCEPT AS PROHIBITED BY APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY TYPE IN WHICH ANOTHER PARTY SHALL BE A PARTY AS TO ALL MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.

SECTION 21. Absence of Fiduciary Relationship. The Depositor and BMW Financial Services acknowledge and agree that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Depositor and BMW Financial Services with respect to the offering of the Notes contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Depositor, BMW Financial Services or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Depositor, BMW Financial Services or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. Each of the Depositor and BMW Financial Services shall consult with its own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Depositor, BMW Financial Services or any other person with respect thereto. Any review by the Underwriters of the Depositor, BMW Financial Services, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Depositor or BMW Financial Services.

[SIGNATURE PAGES FOLLOW]

If the foregoing is in accordance with your understanding, please sign and return to us five counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Depositor and BMW Financial Services.

	Very truly yours,

	BMW FS SECURITIES LLC


	By:	/s/ Ritu Chandy
		Name: Ritu Chandy
		Title: Vice President-Finance & CFO


	By:	/s/ Howard S. Harris
		Name: Howard S. Harris
		Title: Vice President-Legal Affairs, General Counsel & Secretary


	BMW FINANCIAL SERVICES NA, LLC


	By:	/s/ Ritu Chandy
		Name: Ritu Chandy
		Title: Vice President-Finance & CFO


	By:	/s/ Howard S. Harris
		Name: Howard S. Harris
		Title: Vice President-Legal Affairs, General Counsel & Secretary

The foregoing Agreement is hereby confirmed and accepted as of the date first above written.

J.P. MORGAN SECURITIES LLC,
on behalf of itself and as Representative of the
several Underwriters

By: /s/ Ernest K. Au

Name: Ernest K. Au
Title: Vice President

SCHEDULE I

Underwriter	Class A-1 Notes	Class A-2a Notes	Class A-2b Notes	Class A-3 Notes	Class A-4 Notes
J.P. Morgan Securities LLC	$164,500,000	$162,500,000	$62,500,000	$178,000,000	$57,500,000
HSBC Securities (USA) Inc.	$74,025,000	$73,125,000	$28,125,000	$80,100,000	$25,875,000
MUFG Securities Americas Inc.	$74,025,000	$73,125,000	$28,125,000	$80,100,000	$25,875,000
BNP Paribas Securities Corp.	$8,225,000	$8,125,000	$3,125,000	$8,900,000	$2,875,000
Citigroup Global Markets Inc.	$8,225,000	$8,125,000	$3,125,000	$8,900,000	$2,875,000
Total	$329,000,000	$325,000,000	$125,000,000	$356,000,000	$115,000,000

SCHEDULE II

Security	Original Principal Balance $	Investor Price %	Investor Price $	Price %	Price $	Rate %
Class A-1 Notes	$329,000,000.00	100.00000%	$329,000,000.00	99.93000%	$328,769,700.00	0.62000%
Class A-2a Notes	$325,000,000.00	99.99351%	$324,978,907.50	99.83351%	$324,458,907.50	0.99%
Class A-2b Notes	$125,000,000.00	100.00000%	$125,000,000.00	99.84000%	$124,800,000.00	LIBOR + 0.24%
Class A-3 Notes	$356,000,000.00	99.99955%	$355,998,398.00	99.77955%	$355,215,198.00	1.16%
Class A-4 Notes	$115,000,000.00	99.98962%	$114,988,063.00	99.68362%	$114,636,163.00	1.37%
Total Price to Public:	$1,249,965,368.50
Total Price to Depositor:	$1,247,879,968.50
Underwriting Discounts and Commissions:	$2,085,400.00

SCHEDULE III

Free Writing Prospectuses

The Ratings Free Writing Prospectus (as defined in the Agreement)

Exhibit 10.1

FORM OF AMENDED AND RESTATED TRUST AGREEMENT

between

BMW FS SECURITIES LLC,
as Depositor,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Owner Trustee

Dated as of July 20, 2016

TABLE OF CONTENTS

PAGE

ARTICLE I	DEFINITIONS	1
Section 1.01.	Capitalized Terms	1
Section 1.02.	Other Definitional Provisions	4
ARTICLE II	ORGANIZATION	5
Section 2.01.	Name	5
Section 2.02.	Office	5
Section 2.03.	Purposes and Powers	5
Section 2.04.	Appointment of Owner Trustee	6
Section 2.05.	Initial Capital Contribution of Trust Estate	6
Section 2.06.	Declaration of Trust	6
Section 2.07.	[Reserved]	7
Section 2.08.	Title to Trust Property	7
Section 2.09.	Situs of Trust	7
Section 2.10.	Representations, Warranties and Covenants of the Depositor	7
Section 2.11.	Federal Income Tax Allocations	8
ARTICLE III	TRUST CERTIFICATES AND TRANSFER OF INTERESTS	8
Section 3.01.	Initial Ownership	8
Section 3.02.	The Trust Certificates	8
Section 3.03.	Execution, Authentication and Delivery of Trust Certificates	9
Section 3.04.	Registration of Transfer and Exchange of Trust Certificates	9
Section 3.05.	Mutilated, Destroyed, Lost or Stolen Trust Certificates	10
Section 3.06.	Persons Deemed Owners	10
Section 3.07.	Access to List of Certificateholders’ Names and Addresses	10
Section 3.08.	Maintenance of Office or Agency	11
Section 3.09.	Appointment of Paying Agent	11
Section 3.10.	Form of Trust Certificates	12
Section 3.11.	Transfer Restrictions	12
Section 3.12.	Legending of Trust Certificates	15

ARTICLE IV	ACTIONS BY OWNER TRUSTEE	16
Section 4.01.	Prior Notice with Respect to Certain Matters	16
Section 4.02.	Action by Certificateholders with Respect to Certain Matters	18
Section 4.03.	Action by Certificateholders with Respect to Bankruptcy	18
Section 4.04.	Restrictions on Certificateholders’ Power	19
Section 4.05.	Majority Control	19
Section 4.06.	Compliance with the FDIC Rule	19
ARTICLE V	APPLICATION OF TRUST FUNDS; CERTAIN DUTIES	19
Section 5.01.	Establishment of Trust Account	19
Section 5.02.	Application of Trust Funds	19
Section 5.03.	Method of Payment	20
Section 5.04.	Accounting and Reports to Certificateholders, the Internal Revenue Service and Others	20
Section 5.05.	Signature on Returns; Tax Matters Partner	20
ARTICLE VI	AUTHORITY AND DUTIES OF OWNER TRUSTEE	21
Section 6.01.	General Authority	21
Section 6.02.	General Duties	21
Section 6.03.	Action upon Instruction	22
Section 6.04.	No Duties Except as Specified in this Agreement or in Instructions	22
Section 6.05.	No Action Except Under Specified Documents or Instructions	23
Section 6.06.	Restrictions	23
Section 6.07.	Owner Trustee to Provide Information	23
ARTICLE VII	CONCERNING THE OWNER TRUSTEE	24
Section 7.01.	Acceptance of Trusts and Duties	24
Section 7.02.	Furnishing of Documents	25
Section 7.03.	Representations and Warranties	25
Section 7.04.	Reliance; Advice of Counsel	26
Section 7.05.	Not Acting in Individual Capacity	26
Section 7.06.	Owner Trustee Not Liable for Trust Certificates or for Receivables	26

Section 7.07.	Owner Trustee May Own Trust Certificates and Notes	27
Section 7.08.	Doing Business in Other Jurisdictions	27
Section 7.09.	Paying Agent; Authenticating Agent	27
Section 7.10.	Licenses	27
ARTICLE VIII	COMPENSATION OF OWNER TRUSTEE	28
Section 8.01.	Owner Trustee’s Fees and Expenses	28
Section 8.02.	Indemnification	28
Section 8.03.	Payments to the Owner Trustee	28
ARTICLE IX	TERMINATION OF TRUST AGREEMENT	29
Section 9.01.	Termination of Trust Agreement	29
ARTICLE X	SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES	30
Section 10.01.	Eligibility Requirements for Owner Trustee	30
Section 10.02.	Resignation or Removal of Owner Trustee	30
Section 10.03.	Successor Owner Trustee	31
Section 10.04.	Merger or Consolidation of Owner Trustee	31
Section 10.05.	Appointment of Co-Trustee or Separate Trustee	32
ARTICLE XI	MISCELLANEOUS	33
Section 11.01.	Supplements and Amendments	33
Section 11.02.	No Legal Title to Trust Estate in Certificateholders	34
Section 11.03.	Limitations on Rights of Others	34
Section 11.04.	Notices	34
Section 11.05.	Severability	35
Section 11.06.	Separate Counterparts	35
Section 11.07.	Successors and Assigns	35
Section 11.08.	Covenants of the Depositor	35
Section 11.09.	No Petition	35
Section 11.10.	No Recourse	36
Section 11.11.	Headings	36
Section 11.12.	Governing Law	36
Section 11.13.	Communications with Rating Agencies	37
ARTICLE XII	COMPLIANCE WITH REGULATION AB	37

iii

Exhibit A	Form of Trust Certificate	A-1
Exhibit B	Form of Assignment	B-1
Exhibit C	Form of Transferee Letter	C-1
Exhibit D	Form of Certificate of Trust of BMW Vehicle Owner Trust 2016-A	D-1
Exhibit E	Form of Transferor Letter	E-1

THIS AMENDED AND RESTATED TRUST AGREEMENT, dated as of July 20, 2016, is between BMW FS SECURITIES LLC, a Delaware limited liability company, as depositor (the “Depositor”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as owner trustee (the “Owner Trustee”).

WHEREAS, the Depositor and the Owner Trustee entered into that certain Trust Agreement dated as of May 11, 2016 (the “Original Trust Agreement”), pursuant to which BMW Vehicle Owner Trust 2016-A (the “Trust”) was created; and

WHEREAS, the Depositor and the Owner Trustee have agreed to amend and restate the Original Trust Agreement.

NOW, THEREFORE, the Depositor and the Owner Trustee hereby agree that the Original Trust Agreement is hereby amended and restated to read 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 July 20, 2016, among the Trust, BMW Financial Services NA, LLC, as Administrator, and U.S. Bank National Association, as Indenture Trustee.

“Administrator” shall mean BMW Financial Services NA, LLC.

“Agreement” shall mean this Amended and Restated Trust Agreement, as the same may be amended and supplemented from time to time.

“Benefit Plan” means (i) an employee benefit plan, as defined in Section 3(3) of ERISA, that is subject to Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code, (iii) a governmental or church plan, as defined in Sections 3(32) and 3(33) of ERISA, respectively, subject to any federal, state or local law which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code, (iv) an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3‑101) or (v) a person investing “plan assets” of any such plan or entity.

“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; provided that, with respect to any Trust Certificate owned by BMW Bank, if (i) BMW Bank becomes the subject of an insolvency proceeding and the FDIC, as receiver or conservator for BMW Bank, exercises its right of repudiation as contemplated by paragraph (d)(4)(ii) of the FDIC Rule and (ii) the FDIC pays damages to the Trust in an amount not less than the sum of (x) the aggregate outstanding Principal Balance of such Receivables and (y) the product of (1) the amount of interest accrued on the Notes through the date of repudiation and (2) the percentage that the aggregate outstanding Principal Balance of such Receivables bears to the aggregate outstanding Principal Balance of all of the Receivables on the date of repudiation, then (x) the Certificate Percentage Interest of such Trust Certificates shall be reduced to zero at the time of such repudiation, (y) BMW Bank shall no longer be entitled to any payments in respect of such Trust Certificates and (z) the Certificate Percentage Interest associated with such Trust Certificates shall, without need for any further action, immediately be transferred to the Depositor, in each case notwithstanding whether BMW Bank was the Certificateholder of such Trust Certificates on the related Record Date preceding such payments.

“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.

“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, 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 assigned to such term 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 July 20, 2016, between the Trust and U.S. Bank National Association, as Indenture Trustee.

“Indenture Trustee” shall mean U.S. Bank National Association, a national banking association, not in its individual capacity, but solely as Indenture Trustee under the Indenture and any successor Indenture Trustee thereunder.

“Owner Trustee” shall mean Wilmington Trust, National Association, a national banking association, 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 of the Trust appointed pursuant to Section 3.09 and shall initially be U.S. Bank National Association.

“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 Business Day immediately preceding such Payment Date.

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

“Sale and Servicing Agreement” shall mean the Sale and Servicing Agreement, dated as of July 20, 2016, among the Depositor, BMW Financial Services NA, LLC, as Sponsor, 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. C. § 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 continued by this Agreement.

“Trust Certificate” shall mean each 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.

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

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, 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.

(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 by the Original Trust Agreement and continued hereby is known as “BMW Vehicle Owner Trust 2016-A,” in which name the Owner Trustee and the Administrator 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, hold and manage the Receivables and the other assets of the Trust (and the proceeds thereof), 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 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. Pursuant to the Original Trust Agreement, the Depositor sold, assigned, transferred conveyed and set over to the Owner Trustee, as of the date thereof, the sum of $1. The Owner Trustee hereby acknowledges receipt in trust from the Depositor, as of the date thereof, 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 Notes held by a person other than the Depositor (or a person whose separate existence from the Depositor is disregarded) 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 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. In the event the Trust is required to file any tax returns, reports or other forms, the Depositor shall be responsible for causing such filings and the expense associated therewith. 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 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 limited liability company action.

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

(e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or any

indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.

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

(g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act.

(h) 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.

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 a Trust 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 by or on behalf of the Trust and delivered to or upon the written order of the Depositor, 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 U.S. Bank National Association, as the Trust’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. U.S. Bank National Association is hereby appointed as an authenticating agent on behalf of the Trust.

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. U.S. Bank National Association 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 the Trust shall cause U.S. Bank National Association, 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.

Every Trust Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form attached hereto 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 U.S. Bank National Association, as the Trust’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, any Paying Agent and any of their respective agents 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, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary.

Section 3.07. Access to List of Certificateholders’ Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer, the Paying Agent and the Depositor, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer, the Paying Agent or the Depositor, a list, in such form as the requesting party may reasonably request, of the names and addresses of the Certificateholders as of the most recent Record Date. The Certificate Registrar shall also furnish to Owner Trustee and the Paying Agent a copy of such list after there is a change therein. If (i) three or more

Certificateholders or (ii) one or more Holders of Trust Certificates evidencing not less than 51% 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 Certificate Registrar shall designate an office or offices or agency or agencies where Trust Certificates may be surrendered for registration of transfer or exchange of the Trust Certificates and the Basic Documents may be served. The Depositor initially designates the Indenture Trustee’s applicable Corporate Trust office as the office for such purposes. The Certificate Registrar 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. To the extent the Owner Trustee is not the Certificate Registrar, the Certificate Registrar agrees to promptly provide the Owner Trustee with any notices or demands received by the Certificate Registrar.

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 in accordance with the Servicer’s Certificate delivered in accordance with Section 4.09 of the Sale and Servicing Agreement. 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 or the Depositor may revoke such power and remove the Paying Agent if the Owner Trustee or the Depositor 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 or the Depositor 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 U.S. Bank National Association, and any co-paying agent chosen by the Trust. U.S. Bank National Association shall be permitted to resign as Paying Agent upon 30 days written notice to the Trust, the Depositor and the Owner Trustee. In the event that U.S. Bank National Association shall no longer be the Paying Agent, the Depositor shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Depositor shall cause such successor Paying Agent or any additional Paying Agent appointed hereunder to execute and deliver to the Trust an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Trust 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 Depositor and upon removal of a Paying Agent such Paying

Agent shall also return all funds in its possession to the Depositor. 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 typewritten Trust Certificates representing definitive, fully registered Trust Certificates (the “Definitive Trust Certificates”) and shall be registered in the name of BMW FS Securities LLC and BMW Bank of North America as the initial registered owners thereof in Certificate Percentage Interests of 80.934721383% and 19.065278617%, respectively. The Owner Trustee shall execute and authenticate (or U.S. Bank National Association, as the Trust’s authenticating agent shall authenticate) the Definitive Trust Certificates in accordance with the instructions of the Depositor. The Depositor hereby orders the Owner Trustee to execute and authenticate (or U.S. Bank National Association, as the Trust’s authenticating agent shall authenticate) 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, the Certificate Registrar and the Depositor of (A) a certification by each of the prospective transferee and prospective transferor of the facts surrounding such transfer in support of clause (i), (ii) or (iii) above, which certification shall be substantially in the form of Exhibit C or Exhibit E hereto, respectively, and (B) an opinion of counsel (which will not be at the expense of the Owner Trustee), satisfactory to the Depositor, the Certificate Registrar 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 transferee shall provide to the Owner Trustee and the Certificate Registrar 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.

(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 is acquiring the Certificate for its own accounts and 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.

(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 represents and warrants that it is not a Benefit Plan and it is not acquiring and will not hold the Trust Certificate for the account of a Benefit Plan.

(14)

It will not acquire or hold a Trust Certificate if, as a result of being related to a non-United States person that holds Notes, its acquisition or holding of the Trust Certificate would require the Indenture Trustee or the Trust to be obligated to withhold on interest payments on any Note.

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, the Certificate Registrar 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, the Certificate Registrar 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. None of the Depositor, the Trust, the Certificate Registrar or 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 and the Certificate Registrar 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 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:

REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS, IN SUCH CASE THE CERTIFICATE REGISTRAR SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEROR AND PROSPECTIVE TRANSFEREE EACH CERTIFY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR 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 CERTIFICATE REGISTRAR AND (II) IF REQUESTED BY THE OWNER TRUSTEE OR THE CERTIFICATE REGISTRAR, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR 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 THIS TRUST CERTIFICATE FOR ALL PURPOSES.

THIS TRUST CERTIFICATE MAY NOT BE PURCHASED OR HELD WITH PLAN ASSETS OF ANY OF (I) AN EMPLOYEE BENEFIT PLAN, AS DEFINED IN SECTION 3(3) OF ERISA, THAT IS SUBJECT TO TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, (III) A GOVERNMENTAL OR CHURCH PLAN, AS DEFINED IN SECTIONS 3(32) AND 3(33) OF ERISA, RESPECTIVELY, SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW WHICH IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE ENTITY (WITHIN THE MEANING OF DEPARTMENT OF LABOR REGULATION 29 C.F.R. SECTION 2510.3‑101) OR (V) A PERSON INVESTING “PLAN ASSETS” OF ANY SUCH PLAN OR ENTITY (EACH A “BENEFIT PLAN”). BY ACCEPTANCE OF THIS TRUST CERTIFICATE OR AN INTEREST THEREIN, THE HOLDER HEREOF SHALL BE DEEMED TO REPRESENT AND WARRANT THAT ITS ACQUISITION AND HOLDING IS IN COMPLIANCE WITH THE FOREGOING RESTRICTION ON BENEFIT PLAN ASSETS.

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 each Certificateholder of record as of the proposed action and each Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder 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;

(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 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.

To the fullest extent permitted by applicable law, the Owner Trustee shall not have any power to, and shall not, except upon the written direction of the Certificateholder, (i) remove or replace the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated bankrupt 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 inability to pay its debts generally as they become due or (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”).

Section 4.02. Action by Certificateholders with Respect to Certain Matters. The Owner Trustee shall not have the power, except upon the written direction of the Certificateholders, to (a) remove the Administrator under the Administration Agreement pursuant to Section 8 thereof, (b) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (c) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.02 thereof, (d) amend the Sale and Servicing Agreement pursuant to Section 10.01(b) 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 each Certificateholder.

Section 4.03. Action by Certificateholders with Respect to Bankruptcy. To the fullest extent permitted by law, 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 provided, that, for 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 4.04. Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.03; nor shall the Owner Trustee be obligated to follow any such direction, if given.

Section 4.05. Majority Control. Except as expressly provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken by the Holders of Trust Certificates evidencing not less than a majority of the 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.

Section 4.06. Compliance with the FDIC Rule. The Owner Trustee shall (i) perform the covenants sets forth in Article XII of the Indenture applicable to it and (ii) use reasonable efforts to comply with any request of the Depositor, BMW Bank or the Servicer to facilitate compliance with Article XII of the Indenture by the FDIC Rule Parties.

ARTICLE V

APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 5.01. Establishment of Trust Account. The Paying Agent shall 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 “BMW Vehicle Owner Trust 2016-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 Paying Agent 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 Paying Agent shall distribute to Certificateholders all amounts deposited in the Certificate Distribution Account pursuant to Section 5.06 of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as

applicable, with respect to such Payment Date pro rata, based upon each Certificateholder’s Certificate Percentage Interest.

(b) On each Payment Date, the Paying Agent shall send or make available electronically to each Certificateholder the statement or statements provided 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. Notwithstanding the foregoing, the final payment on the Certificates shall be made only upon presentation and surrender of such Certificates at the office or agency specified in the notice of final payment to the Certificateholders. The Owner Trustee or a Paying Agent shall, upon receipt of 45 days’ notice from the Issuer or the Administrator, provide such notice to the Certificateholder of record not more than 30 days and not less than 15 days prior to the date on which such final payment is expected to occur.

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 Administrator 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-1s to IRS Form 1065 if the Trust is treated as a partnership for tax purposes) to enable each Certificateholder to prepare its federal and state income tax returns, (c) file (or cause to be filed) such tax returns relating to the Trust (including a partnership information return, IRS Form 1065), and make such elections as from time to time may be required or appropriate under any applicable state or federal statute or any rule or regulation thereunder so as to maintain the Trust’s characterization either as 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 and the Owner Trustee has no duty or obligation to monitor or supervise the obligations of the Administrator.

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) So long as it holds a Certificate, BMW FS Securities 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 if the Trust is treated as a partnership for tax purposes. If the Issuer is classified as a partnership for federal income tax purposes (i) for any taxable period beginning before December 31, 2017, the “tax matters partner” shall represent the Issuer in connection with all examinations of the Issuer’s affairs by tax authorities, including resulting judicial and administrative proceedings, and (ii) for any taxable period beginning after December 31, 2017, the “tax matters partner” shall be designated as the “partnership representative” within the meaning of Section 6223 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) and the Issuer will, to the extent practicable, make the election described in Section 6226 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015). Finally, if the Issuer is treated as a partnership for federal income tax purposes, the Issuer will not elect to apply Sections 6221-6241 of the Code (as amended by P.L. 114-74, the Bipartisan Budget Act of 2015) to any taxable period of the Issuer beginning before December 31, 2017.

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. Subject to the requirements for Certificateholder consent contained in this Agreement, 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 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 to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee or the Trust hereunder or under any Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement; and

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

Section 6.03. Action upon Instruction.

(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 if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to law.

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

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

Section 6.04. No Duties Except as Specified in this Agreement or in Instructions. The Owner Trustee shall not have any duty or obligation to manage, make any payment 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 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, the Servicer and the Administrator shall not direct the Owner Trustee to take action that would violate the provisions of this Section.

Section 6.07. Owner Trustee to Provide Information. The Owner Trustee shall provide prompt notice to BMW Financial Services NA, LLC and BMW FS Securities LLC (each, a “BMW Party,” and together, the “BMW Parties”) of all demands communicated to the Owner Trustee for the repurchase or replacement of any Receivable and Financed Vehicle for breach of the representations and warranties concerning such Receivable or Financed Vehicle (each, a “Demand”). Subject to Section 6.03 of this Agreement, the Owner Trustee shall have no obligation to take any other action with respect to a Demand, other than as set forth in the immediately preceding sentence. However, the Owner Trustee shall, upon written request of either BMW Party, provide notification to the BMW Parties with respect to any actions taken by the Owner Trustee, if any, with respect to any such demand communicated to the Owner Trustee in respect of any Receivable or Financed Vehicle, such notifications to be provided by the Owner Trustee as soon as practicable and in any event within five Business Days of such request or such other time frame as may be mutually agreed to by the Owner Trustee and the applicable BMW Party. Such notices shall be provided to the BMW Parties at (i) BMW Financial Services NA, LLC at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, (telecopier no. (201) 307-9286), Attention: General Counsel, E-mail: ABS.Operations@bmwfs.com, or at such other address or by such other means of communication as may be specified by BMW Financial Services NA, LLC to the Owner Trustee from time to time, and (ii) BMW FS Securities LLC at 300 Chestnut Ridge Road, Woodcliff Lake, NJ 07677, Attention: General Counsel, E-mail: ABS.Operations@bmwfs.com, or at such other address or by such other means of communication as may be specified by BMW FS Securities LLC to the Owner Trustee from time to time. The Owner Trustee and the Issuer acknowledge and agree that the purpose of this

Section 6.07 is to facilitate compliance by the BMW Parties with Rule 15Ga-1 under the Exchange Act, and Items 1104(e) and 1121(c) of Regulation AB (the “Repurchase Rules and Regulations”). In no event shall the Owner Trustee have any responsibility or liability in connection with any filing required to be made by a securitizer under the Exchange Act or Regulation AB or with any BMW Parties’ compliance with the Repurchase Rules and Regulations.

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts, but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all moneys actually received by it constituting part of the Trust Estate upon the terms of the Basic Documents and this Agreement. The Owner Trustee shall not be answerable or accountable hereunder or under any Basic Document under any circumstances, except (i) for its own willful misconduct, bad faith 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; and

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

Section 7.02. Furnishing of Documents. The Owner Trustee shall furnish to the Certificateholders, promptly upon receipt of a written request therefor, duplicates or 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 national banking association duly organized and validly existing in good standing under the laws of the United States of America. 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 (i) is a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (ii) is able and authorized to exercise corporate trust powers; (iii) has (or has a parent which has) a long‑term debt rating of at least investment grade by each Rating Agency or such other ratings for which the Rating Agency Condition is satisfied with respect to

each Rating Agency; (iv) has (or has a parent which has) combined capital and surplus of at least $50,000,000; and (v) is subject to supervision or examination by federal or state authorities.

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, National Association acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Trust Estate for payment or satisfaction thereof.

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

Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Depositor or the Servicer with any warranty or representation made under any Basic Document or in any related document or the accuracy of any such warranty or representation, or any action of the Administrator, the Indenture Trustee or the Servicer or any subservicer taken in the name of the Owner Trustee.

Section 7.07. Owner Trustee May Own Trust Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Trust Certificates or Notes and may deal with the Depositor, the Administrator, the 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, National Association 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, National Association or the Owner Trustee; or (iii) subject Wilmington Trust, National Association 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, National Association 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 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 Issuer 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 BMW Financial Services NA, LLC and the Owner Trustee, and the Issuer 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; provided that the annual fees payable to the Owner Trustee with respect to the period ending on the Payment Date in August 2017 shall be paid by BMW Financial Services NA, LLC on the Closing Date. Any such payments to be made by the Issuer shall be made in accordance with Section 5.06 of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable.

Section 8.02. Indemnification. The Issuer shall be liable as primary obligor for, and shall indemnify Wilmington Trust, National Association, both individually and as 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 (including reasonable legal fees and expenses incurred in connection with the enforcement of its rights under this Agreement)) 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 Issuer 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 Issuer and the Depositor, which approval shall not be unreasonably withheld.

Section 8.03. Payments to the Owner Trustee. Any fees, expenses and indemnification amounts due to the Owner Trustee will be paid to the Owner Trustee in accordance with the terms of Section 5.06(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable. The Depositor shall cause the Administrator to promptly pay to the Owner Trustee the amount of any fees, expenses and indemnification amounts due and payable to the Owner Trustee on a Payment Date and not otherwise paid or reimbursed to the Owner Trustee by the Issuer on such Payment Date in accordance with the terms of this Agreement and Section 5.06(b) of the Sale and Servicing Agreement or Section 5.04(b) of the

Indenture, as applicable; provided that the Owner Trustee shall promptly reimburse the Administrator for any such amounts to the extent such party subsequently receives payment or reimbursement in respect thereof from the Issuer in accordance with the terms of Section 5.06(b) of the Sale and Servicing Agreement or Section 5.04(b) of the Indenture, as applicable.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

Section 9.01. Termination of Trust Agreement.

(a) The Trust shall dissolve immediately prior to the final distribution by the Owner Trustee of all moneys or other property or proceeds of the Trust Estate in accordance with applicable law, 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) Neither the Depositor nor any Certificateholder shall be entitled to revoke or terminate the Trust.

(c) Notice of any dissolution 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 dissolution 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, subject to any payments required by applicable law, cause to be distributed to the Certificateholders amounts distributable on such Payment Date pursuant to Section 5.02.

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

paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the Depositor, subject to applicable escheat laws.

(d) Upon the winding up of the Trust and the written instructions of the Administrator, the Owner Trustee shall wind up the business and affairs of the Trust as required under Section 3808 of the Statutory Trust Statute and 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 and at the expense of the Depositor. 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 (i) be a corporation satisfying the provisions of Section 3807(a) of the Statutory Trust Statute; (ii) at all times be able and authorized to exercise corporate trust powers; (iii) have (or have a parent which has) a long‑term debt rating of at least investment grade by each Rating Agency or such other ratings for which the Rating Agency Condition is satisfied with respect to each Rating Agency; (iv) have (or have a parent which has) combined capital and surplus of at least $50,000,000; and (v) be subject to supervision or examination by federal or state authorities. If the Owner Trustee 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 the Owner Trustee 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 and the Indenture Trustee. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.

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

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

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

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 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 the Administrator and the Administrator shall make such notice available 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.

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 made available by the Administrator 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 an Opinion of Counsel with respect to such amendment, adversely affect in any material respect the interests of any Noteholder or Certificateholder; provided, further, that such amendment shall be deemed not to adversely affect in any material respect the interest of any Noteholder or Certificateholder and no Opinion of Counsel shall be required if the Rating Agency Condition is satisfied with respect to each Rating Agency.

This Agreement may also be amended from time to time by the Depositor and the Owner Trustee, with prior written notice made available by the Administrator to each Rating Agency, with the consent of the Holders (as defined in the Indenture) 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 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 the Administrator, and the Administrator shall make such notice available to 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 (and the Paying Agent and Certificate Registrar) shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement and an Officer’s Certificate from the Depositor stating that all the conditions precedent to the execution and delivery of such amendment have been met. The Owner Trustee, Paying Agent, Certificate Registrar and authenticating agent may, but shall not be obligated to, enter into any such amendment that affects their respective rights, duties or immunities under this Agreement or otherwise.

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

Section 11.03. Limitations on Rights of Others. The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholders, the Administrator and, to the extent expressly provided herein, the Indenture Trustee, the Asset Representations Reviewer 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 - 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.

Section 11.08. Covenants of the Depositor. The Depositor will not at any time petition or otherwise invoke or cause the Trust to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust.

Section 11.09. No Petition. To the fullest extent permitted by applicable law, 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, petition or otherwise invoke or cause the Trust or the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust or the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust or the Depositor.

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 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.

Section 11.13. Communications with Rating Agencies. If the Owner Trustee shall receive any written or oral communication from any Rating Agency (or any of their respective officers, directors or employees) with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes, the Owner Trustee agrees to refrain from communicating with such Rating Agency and to promptly (and, in any event, within three (3) Business Days) notify the Administrator of such communication. The Owner Trustee agrees to coordinate with the Administrator with respect to any communication to a Rating Agency and further agrees that in no event shall the Owner Trustee engage in any oral communication with respect to the transactions contemplated hereby or under the Basic Documents or in any way relating to the Notes with any Rating Agency (or any of their respective officers, directors or employees) without the participation of the Administrator.

ARTICLE XII

COMPLIANCE WITH REGULATION AB

The Depositor and the Owner Trustee acknowledge and agree that the purpose of Article XII of this Agreement is to facilitate compliance by the Depositor with the provisions of Regulation AB and related rules and regulations of the Commission.

Neither the Depositor nor the Owner Trustee shall exercise its right to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Securities Act, the Exchange Act and the rules and regulations of the Commission thereunder (or the provision in a private offering of disclosure comparable to that required under the Securities Act). The Owner Trustee acknowledges that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agrees to comply with requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection therewith, the Owner Trustee shall cooperate fully with the Depositor to deliver to the Depositor (including any of its assignees or designees), any and all statements, reports, certifications, records, attestations, and any other information necessary in the good faith determination of the Depositor, to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Owner Trustee or the servicing of the Receivables, reasonably believed by the Depositor to be necessary in order to effect such compliance.

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

	BMW FS SECURITIES LLC,
	as Depositor

	By:
	Name:
	Title:

	By:
	Name:
	Title:

	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Owner Trustee

	By:
	Name:
	Title:

EXHIBIT A

FORM OF TRUST CERTIFICATE

BMW VEHICLE OWNER TRUST 2016-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 OF 1933, AS AMENDED (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 TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE CODE (A) SO LONG AS THE TRUST CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO SUCH PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE INQUIRY IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A (“QIB”) ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH RESALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR “BLUE SKY” LAWS, IN SUCH CASE THE CERTIFICATE REGISTRAR SHALL REQUIRE (I) THAT THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR 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 CERTIFICATE REGISTRAR AND (II) IF REQUESTED BY THE OWNER TRUSTEE OR THE CERTIFICATE REGISTRAR, A WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT SUCH

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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.

THIS CERTIFIES THAT [__________] is the registered owner of a [____]% Certificate Percentage Interest that is nonassessable, fully-paid, beneficial ownership interest in certain distributions of BMW Vehicle Owner Trust 2016-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 May 11, 2016 as amended and restated as of July 20, 2016 (the “Trust Agreement”), between the Depositor and Wilmington Trust, National Association, 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 or in the Trust Agreement, 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 Sponsor, Servicer, Administrator and Custodian (the “Servicer”) and U.S. Bank National Association, as Indenture Trustee (“Indenture Trustee”), dated as of July 20, 2016, 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 2016-A Asset Backed Trust Certificates (herein called the “Trust Certificates”). Also issued under the Indenture dated as of July 20, 2016, between the Trust, as issuer and Indenture Trustee, are five classes of Notes designated as 0.62000% Class A-1 Asset Backed Notes (the “Class A-1 Notes”), 0.99% Class A-2a Asset Backed Notes (the “Class A-2a Notes”), LIBOR plus 0.24% Class A-2b Note (the “Class A-2b Notes”), 1.16% Class A-3 Asset Backed Notes (the “Class A-3 Notes”) and 1.37% Class A-4 Asset Backed Notes (the “Class A-4 Notes” and, together with the Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes and

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the Class A-3 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 in August 2016, to the Person in whose name this Trust Certificate is registered at the close of business on the related Record Date, such Certificateholder’s Certificate Percentage Interest in the amount to be distributed to Certificateholders on such date. Distributions on this Trust Certificate will be made by the Paying Agent by wire transfer or by check mailed to the Certificateholder of record in the Certificate Register on the related Record Date without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final payment on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such payment and only upon presentation and surrender of this Trust Certificate at the office or agency maintained for such purpose by the Trust in The City of New York.

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 this 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 this Trust Certificate, covenants and agrees that such Certificateholder will not at any time petition or otherwise invoke or cause the Trust or the Depositor to invoke the process of any court or government authority for the purpose of commencing or sustaining a case against the Trust or the Depositor under any federal or state bankruptcy, insolvency or similar law, or appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official of the Trust or the Depositor or any substantial part of its property, or ordering the winding up or liquidation of the affairs of the Trust or the Depositor.

Each Certificateholder by accepting this Trust Certificate acknowledges that such Trust Certificate represents beneficial interests in the Trust only and does not represent interests in or obligations of the Depositor, the Servicer, the Administrator, the Sellers, the Owner Trustee, the Indenture Trustee or any Affiliate thereof and no recourse may be had against such

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parties or their assets, except as expressly set forth or contemplated in the Trust Agreement, this Trust Certificate 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 this 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 this 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 this 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 a Benefit Plan. By accepting and holding this Trust Certificate, the Holder hereof 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 or the Authenticating Agent, 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.

Each Certificateholder, by acceptance of this Certificate, acknowledges and agrees that the purpose of Article XII of the Indenture is to facilitate compliance with the FDIC Rule by the FDIC Rule Parties and that the interpretations of the requirements of the FDIC Rule may change over time, whether due to interpretive guidance provided by the FDIC or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or

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otherwise, and agrees that the provisions set forth in Article XII of the Indenture shall have the effect and meanings that are appropriate under the FDIC Rule as such effect and meanings change over time on the basis of evolving interpretations of the FDIC Rule.

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.

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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 2016-A

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

	By:
		Authorized Signatory

AUTHENTICATING AGENT’S CERTIFICATE OF AUTHENTICATION

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

	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity, but solely as authenticating agent



	By: _____________________________
	Authorized Signatory

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[Reverse of Trust Certificate]

This Trust Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries and certain other amounts respecting the assets of the Trust, all as more specifically set forth in the Indenture. The Depositor will furnish, upon the request of any holder of a Trust Certificate, such information as is specified in paragraph (d)(4) of Rule 144A of the Securities Act of 1933, as amended, with respect to the Issuer.

The Trust Agreement may be amended by the Depositor and the Owner Trustee, in some cases without the consent of any of the Securityholders in the manner set forth therein, and any such amendment will bind each holder and transferee of this Trust Certificate.

As provided in the Trust Agreement, and if the Depositor delivers an Opinion of Counsel that the Trust Certificates are transferable in accordance with the terms set forth therein, which opinion the Depositor has not determined can be given under the Code and existing and proposed regulations thereunder, the transfer of this Trust Certificate is registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained by the Certificate Registrar in the Borough of Manhattan, The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon one or more new Trust Certificates of the same class and in authorized denominations evidencing the same aggregate interest in the Issuer will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is U.S. Bank National Association.

The Trust Certificates are issuable only as registered Trust Certificates without coupons or principal balance. As provided in the Trust Agreement and subject to certain limitations therein set forth, Trust Certificates are exchangeable for new Trust Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge payable in connection therewith.

The Owner Trustee, the Certificate Registrar and any agent of the Owner Trustee or the Certificate Registrar may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Trust Agreement and the trust created thereby shall terminate upon the payment to Certificateholders of all amounts required to be paid to them pursuant to the Trust Agreement and the Indenture and the disposition of all property held as part of the Trust Estate.

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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.

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EXHIBIT C

FORM OF TRANSFEREE LETTER

[Date]

BMW Vehicle Owner Trust 2016-A,

as Issuer

c/o Wilmington Trust, National Association,

as Owner Trustee

Wilmington Trust, National Association,

as Owner Trustee

U.S. Bank National Association,

as Certificate Registrar

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 2016-A (the “Issuer”), a trust formed by BMW FS Securities LLC (the “Depositor”), 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 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

C-1

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 are acquiring the Certificate for our own account and 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. We are not a Benefit Plan and we are not acquiring and will not hold the Trust Certificate for the account of a Benefit Plan.

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.

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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 will not acquire or hold a Trust Certificate if, as a result of being related to a non-United States person that holds Notes, our acquisition or holding of the Trust Certificate would require the Indenture Trustee or the Trust to be obligated to withhold on interest payments on any Note.

n. 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.

Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the Amended and Restated Trust Agreement, dated as of July 20, 2016, between the Depositor and Wilmington Trust, National Association, as Owner Trustee.

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:

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EXHIBIT D

FORM OF

CERTIFICATE OF TRUST

BMW VEHICLE OWNER TRUST 2016-A

THIS Certificate of Trust of BMW Vehicle Owner Trust 2016-A (the “Trust”) is being duly executed and filed on behalf of the Trust by the undersigned, as trustee, to form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801 et. seq.) (the “Act”).

1. Name. The name of the statutory trust formed hereby is BMW Vehicle Owner Trust 2016-A.

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

3. Effective Date. This Certificate of Trust shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust in accordance with Section 3811(a)(1) of the Act.

	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as trustee

	By:
		Name:
		Title:

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EXHIBIT E

FORM OF TRANSFEROR CERTIFICATE

_______________, ____

[Seller]

BMW FS Securities LLC,

as Depositor

Wilmington Trust, National Association,

as Owner Trustee

U.S. Bank National Association,

as Certificate Registrar

Re:

BMW Vehicle Owner Trust 2016-A
Asset Backed Certificates

Dear Sirs:

In connection with our disposition of the above-referenced Asset Backed Certificates (the “Certificates”) we certify that (i) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being transferred by us in a transaction that is exempt from the registration requirements of the Act and (ii) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act.

	Very truly yours,

	[NAME OF TRANSFEROR]

	By
		Authorized Officer

333-208642-01 333-208642		22-2013053
(Commission File Number)		(IRS Employer Identification No.)

300 Chestnut Ridge Road, Woodcliff Lake, New Jersey		07677
(Address of Principal Executive Offices)		(Zip Code)

ARTICLE I.	DEFINITIONS AND INCORPORATION BY REFERENCE	2
SECTION 1.01.	Definitions	2
SECTION 1.02.	Other Definitional Provisions	10
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act	11
ARTICLE II.	THE NOTES	11
SECTION 2.01.	Form	11
SECTION 2.02.	Execution, Authentication and Delivery	12
SECTION 2.03.	Temporary Notes	12
SECTION 2.04.	Registration; Registration of Transfer and Exchange	13
SECTION 2.05.	[Reserved]	14
SECTION 2.06.	Mutilated, Destroyed, Lost or Stolen Notes	14
SECTION 2.07.	Persons Deemed Owners	15
SECTION 2.08.	Payment of Principal and Interest; Defaulted Interest	15
SECTION 2.09.	Cancellation	16
SECTION 2.10.	Book-Entry Notes	17
SECTION 2.11.	Notices to Clearing Agency	17
SECTION 2.12.	Definitive Notes	18
SECTION 2.13.	Authenticating Agents	18
SECTION 2.14.	Tax Treatment	19
ARTICLE III.	COVENANTS	19
SECTION 3.01.	Payment of Principal and Interest	19
SECTION 3.02.	Maintenance of Office or Agency	19
SECTION 3.03.	Money for Payments To Be Held in Trust	19
SECTION 3.04.	Existence	21
SECTION 3.05.	Protection of Trust Estate	21
SECTION 3.06.	Opinions as to Trust Estate	22
SECTION 3.07.	Performance of Obligations; Servicing of Receivables	22
SECTION 3.08.	Negative Covenants	24
SECTION 3.09.	Annual Statement and Assessment as to Compliance	24
SECTION 3.10.	Issuer May Consolidate, etc., Only on Certain Terms	25
SECTION 3.11.	Successor or Transferee	27

SECTION 3.12.	No Other Business	27
SECTION 3.13.	No Borrowing	27
SECTION 3.14.	Servicer’s Obligations	27
SECTION 3.15.	Guarantees, Loans, Advances and Other Liabilities	27
SECTION 3.16.	Capital Expenditures	28
SECTION 3.17.	Removal of Administrator	28
SECTION 3.18.	Restricted Payments	28
SECTION 3.19.	Notice of Events of Default	28
SECTION 3.20.	Further Instruments and Acts	28
SECTION 3.21.	Perfection Representations	28
ARTICLE IV.	SATISFACTION AND DISCHARGE	29
SECTION 4.01.	Satisfaction and Discharge of Indenture	29
SECTION 4.02.	Application of Trust Money	30
SECTION 4.03.	Repayment of Moneys Held by Paying Agent	30
SECTION 4.04.	Release of Collateral	30
ARTICLE V.	REMEDIES	30
SECTION 5.01.	Events of Default	30
SECTION 5.02.	Acceleration of Maturity; Rescission and Annulment	32
SECTION 5.03.	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	33
SECTION 5.04.	Remedies; Priorities	35
SECTION 5.05.	Optional Preservation of the Receivables	37
SECTION 5.06.	Limitation of Suits	38
SECTION 5.07.	Unconditional Rights of Noteholders To Receive Principal and Interest	38
SECTION 5.08.	Restoration of Rights and Remedies	39
SECTION 5.09.	Rights and Remedies Cumulative	39
SECTION 5.10.	Delay or Omission Not a Waiver	39
SECTION 5.11.	Control by Noteholders	39
SECTION 5.12.	Waiver of Past Defaults	40
SECTION 5.13.	Undertaking for Costs	40
SECTION 5.14.	Waiver of Stay or Extension Laws	40
SECTION 5.15.	Action on Notes	41

SECTION 5.16.	Performance and Enforcement of Certain Obligations	41
ARTICLE VI.	THE INDENTURE TRUSTEE	42
SECTION 6.01.	Duties of Indenture Trustee	42
SECTION 6.02.	Rights of Indenture Trustee	44
SECTION 6.03.	Individual Rights of Indenture Trustee	45
SECTION 6.04.	Indenture Trustee’s Disclaimer	45
SECTION 6.05.	Notice of Defaults	46
SECTION 6.06.	Reports by Indenture Trustee to Holders	46
SECTION 6.07.	Compensation and Indemnity	46
SECTION 6.08.	Replacement of Indenture Trustee	47
SECTION 6.09.	Successor Indenture Trustee by Merger	48
SECTION 6.10.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	48
SECTION 6.11.	Eligibility; Disqualification	49
SECTION 6.12.	Preferential Collection of Claims Against Issuer	49
SECTION 6.13.	Waiver of Setoffs	50
SECTION 6.14.	Licenses	50
SECTION 6.15.	Additional Duties	50
ARTICLE VII.	NOTEHOLDERS’ LISTS AND REPORTS	50
SECTION 7.01.	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	50
SECTION 7.02.	Preservation of Information; Communications to Noteholders	50
SECTION 7.03.	Reports by Issuer	51
SECTION 7.04.	Reports by Indenture Trustee	52
ARTICLE VIII.	ACCOUNTS, DISBURSEMENTS AND RELEASES	52
SECTION 8.01.	Collection of Money	52
SECTION 8.02.	Trust Accounts	52
SECTION 8.03.	General Provisions Regarding Accounts	54
SECTION 8.04.	Release of Trust Estate	55
SECTION 8.05.	Opinion of Counsel	55
ARTICLE IX.	SUPPLEMENTAL INDENTURES	56

SECTION 9.01.	Supplemental Indentures Without Consent of Noteholders	56
SECTION 9.02.	Supplemental Indentures with Consent of Noteholders	57
SECTION 9.03.	Execution of Supplemental Indentures	58
SECTION 9.04.	Effect of Supplemental Indenture	59
SECTION 9.05.	Reference in Notes to Supplemental Indentures	59
SECTION 9.06.	Conformity with Trust Indenture Act	59
ARTICLE X.	REDEMPTION OF NOTES	59
SECTION 10.01.	Redemption	59
SECTION 10.02.	Form of Redemption Notice	60
SECTION 10.03.	Notes Payable on Redemption Date	60
ARTICLE XI.	MISCELLANEOUS	60
SECTION 11.01.	Compliance Certificates and Opinions, etc	60
SECTION 11.02.	Form of Documents Delivered to Indenture Trustee	62
SECTION 11.03.	Acts of Noteholders	63
SECTION 11.04.	Notices, etc., to Indenture Trustee, Issuer and Rating Agencies	63
SECTION 11.05.	Notices to Noteholders; Waiver	64
SECTION 11.06.	Effect of Headings and Table of Contents	64
SECTION 11.07.	Successors and Assigns	64
SECTION 11.08.	Separability	65
SECTION 11.09.	Benefits of Indenture	65
SECTION 11.10.	Legal Holidays	65
SECTION 11.11.	Governing Law	65
SECTION 11.12.	Counterparts	65
SECTION 11.13.	Recording of Indenture	65
SECTION 11.14.	Trust Obligation	65
SECTION 11.15.	No Petition	66
SECTION 11.16.	Inspection	66
SECTION 11.17.	Conflict with Trust Indenture Act	66
SECTION 11.18.	Limitation of Liability	66
SECTION 11.19.	Intent of the Parties; Reasonableness	67
SECTION 11.20.	Communications with Rating Agencies	67

ARTICLE XII.	COMPLIANCE WITH THE FDIC RULE	68
SECTION 12.01.	Purpose	68
SECTION 12.02.	Requirements of the FDIC Rule	69
SECTION 12.03.	Performance	71
SECTION 12.04.	Effect of Section 941 Rules	71
SECTION 12.05.	Actions Upon Repudiation	71
SECTION 12.06.	Notice	73
SECTION 12.07.	Reservation of Rights	73
ARTICLE XIII.	ASSET REPRESENTATIONS REVIEW	74
SECTION 13.01.	Noteholder and Note Owner Requests for Vote on Asset Representations Review	74
SECTION 13.02.	Noteholder and Note Owner Vote on Asset Representations Review	74
SECTION 13.03.	Evaluation of Review Report	75
SECTION 13.04.	Dispute Resolution	75

SCHEDULE A	Schedule of Receivables
SCHEDULE B	Perfection Representations, Warranties and Covenants
EXHIBIT A-1	Form of Class A-1 Note
EXHIBIT A-2	Form of Class A-2a Note
EXHIBIT A-3	Form of Class A-2b Note
EXHIBIT A-4	Form of Class A-3 Note
EXHIBIT A-5	Form of Class A-4 Note
EXHIBIT B	Servicing Criteria to be Addressed in Assessment of Compliance

	_____________________________________
	Notary Public in and for the State of Delaware

	_______________________________________
	Notary Public in and for the State of ______________

Date:	BMW VEHICLE OWNER TRUST 2016-A

	By:	WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee under the Trust Agreement

		By:	_____________________________
			Authorized Signatory

Date:	U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Indenture Trustee

	By:	_______________________________
		Authorized Officer

Reference	Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	x
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.

	Investor Remittances and Reporting
1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of receivables serviced by the Servicer.
1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	x
1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements.	x
1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	x
	Pool Asset Administration
1122(d)(4)(i)	Collateral or security on receivables is maintained as required by the transaction agreements or related receivables documents.
1122(d)(4)(ii)	Receivables and related documents are safeguarded as required by the transaction agreements
1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.
1122(d)(4)(iv)	Payments on receivables, including any payoffs, made in accordance with the related receivables documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related receivables documents.
1122(d)(4)(v)	The Servicer’s records regarding the receivables agree with the Servicer’s records with respect to an obligor’s unpaid principal balance.
1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s receivables (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with usual customary procedures.
1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with usual customary procedures.
1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a receivable is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent receivables including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).
1122(d)(4)(ix)	Adjustments to interest rates or rates of return for receivables with variable rates are computed based on the related receivables documents.

1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s receivables documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable receivables documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related receivables, or such other number of days specified in the transaction agreements.
1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.
1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.
1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.
1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.
1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.

STATE OF DELAWARE	}
	}	ss.:
COUNTY OF NEW CASTLE	}

REGISTERED	$329,000,000⁽¹⁾	CUSIP NO. 05582Q AA5
No. R-1

Section 1.1	Duties of the Owner Trust Administrator with Respect to the Note Depository Agreement and the Indenture	2
Section 1.2	Additional Duties	6
Section 1.3	Non-Ministerial Matters	8
Section 2.	Records.	8
Section 3.	Compensation.	8
Section 4.	Additional Information To Be Furnished to the Issuer.	8
Section 5.	Independence of the Owner Trust Administrator.	8
Section 6.	No Joint Venture.	9
Section 7.	Other Activities of Owner Trust Administrator.	9
Section 8.	Term of Agreement; Resignation and Removal of Owner Trust Administrator.	9
Section 9.	Action upon Termination, Resignation or Removal.	11
Section 10.	Notices.	11
Section 11.	Amendments.	12
Section 12.	Successors and Assigns.	12
Section 13.	Governing Law.	13
Section 14.	Headings.	13
Section 15.	Counterparts.	13
Section 16.	Severability.	13
Section 17.	Limitation of Liability of Owner Trustee and Indenture Trustee.	13
Section 18.	Third-Party Beneficiary.	14
Section 19.	Nonpetition Covenants.	14
Section 20.	Liability of Owner Trust Administrator.	14
Section 21.	Additional Requirements of the Owner Trust Administrator.	15
Section 22.	Compliance with FDIC Rule.	17
Section 23.	Form 10-Ds; Investor Communications	17

	BMW VEHICLE OWNER TRUST 2016-A

	By:	Wilmington Trust National Association, not in its individual capacity but solely as Owner Trustee

	By:
		Name:
		Title:

	Date:	_________________________

	By:	________________________________
	Name:
	Title:

SECTION 4.13.	Term of Servicer	30
SECTION 4.14.	Access to Information Regarding Trust and Basic Documents	30

	ARTICLE V.
	DISTRIBUTIONS; STATEMENTS TO SECURITYHOLDERS

SECTION 5.01.	Establishment of Accounts	30
SECTION 5.02.	Collections	33
SECTION 5.03.	Application of Collections	33
SECTION 5.04.	Purchase Amounts; Dealer Recourse	33
SECTION 5.05.	Reserved	34
SECTION 5.06.	Distributions	34
SECTION 5.07.	Reserve Account	36
SECTION 5.08.	Statements to Securityholders	37
SECTION 5.09.	Net Deposits	39
SECTION 5.10.	Reserved	39
SECTION 5.11.	Advances by the Servicer	39

	ARTICLE VI.
	THE DEPOSITOR

SECTION 6.01.	Representations, Warranties and Covenants of Depositor	40
SECTION 6.02.	Company Existence	41
SECTION 6.03.	Liability of Depositor	41
SECTION 6.04.	Merger or Consolidation of, or Assumption of the Obligations of, Depositor	42
SECTION 6.05.	Limitation on Liability of Depositor and Others	42
SECTION 6.06.	Depositor May Own Securities	42
SECTION 6.07.	Depositor to Provide Copies of Relevant Securities Filings	42
SECTION 6.08.	Amendment of Depositor’s Organizational Documents	43
SECTION 6.09.	Compliance with the FDIC Rule by the Depositor	43

	ARTICLE VII.
	THE SERVICER

SECTION 7.01.	Representations, Warranties and Covenants of Servicer	43
SECTION 7.02.	Indemnities of Servicer	44
SECTION 7.03.	Merger or Consolidation of, or Assumption of the Obligations of, Servicer	45
SECTION 7.04.	Limitation on Liability of Servicer and Others	46

SECTION 7.05.	Appointment of Subservicer or Subcontractor	46
SECTION 7.06.	Servicer Not to Resign	47
SECTION 7.07.	Servicer May Own Securities	48
SECTION 7.08.	Information to be Provided by the Servicer	48
SECTION 7.09.	Remedies	48
SECTION 7.10.	Compliance with the FDIC Rule by the Servicer	49

	ARTICLE VIII.
	DEFAULT

SECTION 8.01.	Servicer Termination Events	49
SECTION 8.02.	Consequences of a Servicer Termination Event	49
SECTION 8.03.	Appointment of Successor Servicer	51
SECTION 8.04.	Notification to Securityholders	52
SECTION 8.05.	Waiver of Past Defaults	52

	ARTICLE IX.
	TERMINATION

SECTION 9.01.	Optional Purchase of All Receivables	53

	ARTICLE X.
	MISCELLANEOUS

SECTION 10.01.	Amendment	53
SECTION 10.02.	Protection of Title to Trust	54
SECTION 10.03.	Notices	56
SECTION 10.04.	Assignment by the Depositor or the Servicer	56
SECTION 10.05.	Limitations on Rights of Others	56
SECTION 10.06.	Severability	57
SECTION 10.07.	Counterparts	57
SECTION 10.08.	Headings	57
SECTION 10.09.	Governing Law	57
SECTION 10.10.	Assignment by Issuer	57
SECTION 10.11.	Nonpetition Covenants	57
SECTION 10.12.	Limitation of Liability of Owner Trustee and Indenture Trustee	57
SECTION 10.13.	Depositor Payment Obligation	58
SECTION 10.14.	Intent of the Parties; Reasonableness	58

	ARTICLE XI.
	ASSET REPRESENTATIONS REVIEW; DISPUTE RESOLUTION

SECTION 11.01.	Asset Representations Review	59
SECTION 11.02.	Dispute Resolution	60

	SCHEDULES AND EXHIBITS

SCHEDULE A	Schedule of Receivables
SCHEDULE B	Location of Receivable Files
SCHEDULE C	Perfection Representations, Warranties and Covenants
EXHIBIT A	Form of Servicer’s Certificate
EXHIBIT B	Form of Dealer Agreement
EXHIBIT C	Form of Annual Certification
EXHIBIT D	Servicing Criteria to be Addressed in Assessment of Compliance

	Date: _________________________

	By: ________________________
	Name:
	Title:

Reference	Criteria	Applicable Servicing Criteria
	General Servicing Considerations
1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	X
1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.
1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the receivables are maintained.
1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.
1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	X
	Cash Collection and Administration
1122(d)(2)(i)	Payments on receivables are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	X
1122(d)(2)(ii)	Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel..	X
1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	X
1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	X
1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	X
1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.
1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	X

ARTICLE I	CERTAIN DEFINITIONS	1

ARTICLE II	CONVEYANCE OF RECEIVABLES	3
SECTION 2.01	Conveyance of Receivables	3
SECTION 2.02	The Closing	4

ARTICLE III	REPRESENTATIONS AND WARRANTIES	4
SECTION 3.01	Representations and Warranties of the Depositor	4
SECTION 3.02	Representations and Warranties of the Seller	6
SECTION 3.03	Perfection Representations, Warranties and Covenants	13

ARTICLE IV	CONDITIONS	13
SECTION 4.01	Conditions to Obligation of the Depositor	13
SECTION 4.02	Conditions to Obligation of the Seller	14

ARTICLE V	COVENANTS OF THE SELLER AND THE DEPOSITOR	15
SECTION 5.01	Protection of Right, Title and Interest	15
SECTION 5.02	Other Liens or Interests	16
SECTION 5.03	Costs and Expenses	16
SECTION 5.04	Hold Harmless	16
SECTION 5.05	Compliance with the FDIC Rule	16

ARTICLE VI	MISCELLANEOUS PROVISIONS	16
SECTION 6.01	Obligations of Seller	16
SECTION 6.02	Repurchase Events	17
SECTION 6.03	Depositor Assignment of Repurchased Receivables	17
SECTION 6.04	Transfer to the Issuer	17
SECTION 6.05	Amendment	17
SECTION 6.06	Waivers	18
SECTION 6.07	Notices	18
SECTION 6.08	Costs and Expenses	18
SECTION 6.09	Representations of the Seller and the Depositor	19
SECTION 6.10	Confidential Information	19
SECTION 6.11	Headings and Cross-References	19
SECTION 6.12	Governing Law	19
SECTION 6.13	Counterparts	19
SECTION 6.14	Third Party Beneficiary	19
SECTION 6.15	No Proceedings	19

	SCHEDULES
SCHEDULE I	Schedule of Receivables
SCHEDULE II	Location of Receivable Files
SCHEDULE III	Perfection Representations, Warranties and Covenants

	BMW BANK OF NORTH AMERICA

	By:
		Name:
		Title:

	By:
		Name:
		Title:

	BMW FS SECURITIES LLC

	By:
		Name:
		Title:

	By:
		Name:
		Title:

Representations and Warranties Made as of the Closing Date (unless otherwise specified)	Tests
1. Each Receivable (a) was originated in the United States of America by BMW Financial Services NA, LLC (“BMW FS”) or BMW Bank of North America (“BMW Bank”) (in the case of any Receivable originated through the “Lease to Loan” program) or by a Dealer located in the United States of America, in each case in the ordinary course of such originator’s business and in compliance with BMW FS’ or BMW Bank’s customary credit policies and practices, (b) is payable in United States dollars, (c) has been fully and properly executed or electronically authenticated by the parties thereto, (d) except in the case of any Receivable originated through the “Lease to Loan” program or acquired by BMW FS from BMW Bank, has been (i) purchased by BMW FS or BMW Bank from the Dealer under an existing Dealer Agreement and (ii) validly assigned by such Dealer to BMW FS or BMW Bank, and (e) in the case of any Receivable purchased by BMW FS from BMW Bank, has been (i) purchased by BMW FS from BMW Bank under an existing purchase agreement and (ii) validly assigned by BMW Bank to BMW FS.	1. Observe the related Contract and Receivable File and confirm (a) if the Contract was not originated directly by BMW FS or BMW Bank (through the “Lease to Loan” program), (i) that the Dealer address on the Contract is a United States address, (ii) that the Dealer name is included in the list of Dealers provided to Clayton by BMW FS, and (iii) if the Contract was completed on paper (and not electronically), that the Dealer signature is present as assignor in either the “Assignment” section of the Contract or in a separate assignment document, (b) that the Contract was completed electronically or, if completed on paper, the Contract was on a form included in the list of approved forms of contracts provided to Clayton by BMW FS, (c) that the monthly payments required to be made by the related Obligor are not specifically described as being in a currency other than U.S. dollars, (d) that the Dealer (or BMW FS or BMW Bank, if originated through the “Lease to Loan” program) and the related Obligor signed the Contract, (e) if the Contract was not originated directly by BMW FS or BMW Bank through the “Lease to Loan” program, or if the Contract was acquired by BMW FS from BMW Bank prior to the Closing Date, that a name included in the list of acceptable name variations provided to Clayton by BMW FS is identified as the assignee in either the “Assignment” section of the Contract or in a separate assignment document.
2. As of the Closing Date, BMW FS or BMW Bank has, or has started procedures that will result in BMW FS or BMW Bank having, a perfected, first priority security interest in the Financed Vehicle related to each Receivable, which security interest was validly created and has been assigned by BMW FS or BMW Bank to the Depositor, and will be assigned by the Depositor to the Issuer. The Lien Certificate for each Financed Vehicle shows BMW FS or BMW Bank named as the original secured party (or a properly completed application for such Lien Certificate has been completed).	2. Observe the related Contract and Receivable File and confirm that (a) the title documents identify a name included in the list of acceptable name variations provided to Clayton by BMW FS, as the first lienholder, (b) the Obligor name on the Contract, taking into account any amendments or correction notices, matches the name on the title documents and (c) the vehicle identification number on the Contract, taking into account any amendments or correction notices, matches the vehicle identification number on the related title documents.

3. Each Receivable is on a form contract containing customary and enforceable provisions such that the rights and remedies of the holder thereof are adequate for realization against the collateral of the benefits of the security, and represents the genuine, legal, valid and binding payment obligation of the Obligor thereon, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity and consumer protection laws, regardless of whether such enforceability is considered in a proceeding in equity or at law.	3. Observe the related Contract and confirm that (a) it was completed electronically or, if completed on paper, the Contract was on a form included in the list of approved forms of contracts provided to Clayton by BMW FS, and (b) the related Obligor signed the Contract.
4. Each Receivable (a) provides for fixed level monthly payments (provided that the payment in the last month of the term of the Receivable may be different from the level scheduled payments) that fully amortize the Amount Financed by maturity and yield interest at the APR and (b) amortizes using the Simple Interest Method.	4. Observe the related Contract and confirm that, as of the Closing Date: (a) each monthly payment was described therein as being equal, except that the final payment may be different and (b) the sum of (i) the product of the number of all monthly payments (except for the final monthly payment) and the regular monthly payment amount and (ii) the final monthly payment, is equal to the “Total of Payments” in the “Truth in Lending” section of the Contract.
5. Each Receivable complied in all material respects at the time it was originated with all requirements of applicable laws.	5. Observe the related Contract and confirm that the Contract was completed electronically or, if completed on paper, that the Contract was on a form included in the list of approved forms of contracts provided to Clayton by BMW FS.
6. None of the Receivables is due from the United States of America or any State or any agency, department, subdivision or instrumentality thereof.	6. Observe the related Contract and confirm that the Receivable is purchased for personal use or, if not purchased for personal use, confirm the Obligor is not a government obligor. If the name of the Obligor contains a word indicating it may be a government Obligor, confirm using internet search results that there is no indication that the Obligor is not the United States of America or any State or any agency, department, subdivision or instrumentality thereof.
7. To the best of the Seller’s knowledge, as of the Cutoff Date, no Obligor of a Receivable is or has been, since the origination of the related Receivable, the subject of a bankruptcy proceeding.	7. Observe the data tape provided by BMW FS for the purposes of such review (the “Data Tape”) and confirm that the related Obligor was not noted as being the subject of any bankruptcy or insolvency proceeding.

8. As of the Cutoff Date, none of the Receivables has been satisfied, subordinated or rescinded, nor has any Financed Vehicle been released from the lien of the related Receivable in whole or in part, and no Receivable is subject to any right of rescission, setoff, counterclaim, dispute or defense.	8. Observe the Data Tape and confirm that the Receivable has one of the status codes provided by BMW FS to Clayton for the purpose of confirming that (a) the Receivable has not been satisfied, subordinated or rescinded, (b) the related Financed Vehicle has not been released from the lien of the related Receivable in whole or in part and (c) it is not subject to any right of rescission, setoff, counterclaim, dispute or defense. Observe the related Receivable File and confirm there is no evidence of litigation or other attorney involvement as of the Cutoff Date.
9. None of the terms of any Receivable has been deferred or otherwise modified except by instruments or documents identified in the related Receivable File.	9. Observe the Data Tape and the related Receivable File and confirm that, as of the Closing Date, the terms of the Receivable have not been deferred or otherwise modified except by instruments or documents identified in such Receivable File.
10. None of the Receivables has been originated in, or is subject to the laws of, any jurisdiction the laws of which would make unlawful, void or voidable the sale, transfer and assignment of such Receivable under the related Receivables Purchase Agreement or the Sale and Servicing Agreement or the pledge of such Receivable under the Indenture.	10. Observe the related Contract and confirm that (a) it was completed electronically or, if completed on paper, the Contract was on a form included in the list of approved forms of contracts provided to Clayton by BMW FS, and (b) it does not contain language that limits the sale, transfer or pledge of the Receivable.
11. Immediately prior to the transfers and assignments herein contemplated, BMW FS or BMW Bank has good and marketable title to the Receivable free and clear of all Liens (other than pursuant to the Basic Documents) and, immediately upon the transfer and assignment thereof, BMW FS Securities LLC will have good and marketable title to each Receivable, free and clear of all Liens (other than pursuant to the Basic Documents).	11. Observe the related Receivable File and confirm that (a) a name included in the list of acceptable name variations provided to Clayton by BMW FS is identified in the related title documents as the sole lienholder and that no other lienholder is listed and (b) the related title documents do not indicate that the Receivable has been sold, assigned, or transferred to any other entity.
12. Each Receivable constitutes “tangible chattel paper” or “electronic chattel paper” within the meaning of the applicable UCC. With respect to any Receivable constituting “electronic chattel paper”, there is only one “authoritative copy” of the Receivable and with respect to any Receivable constituting “tangible chattel paper”, there is no more than one original executed copy of such Receivable.	12. Observe the related Contract and confirm that (i) it was completed electronically or, if completed on paper, it was on a form included in the list of approved forms of contracts provided to Clayton by BMW FS and (ii) if it was completed electronically, the face of such Contract indicates that it is the “Authoritative Copy”. Observe the related Receivable File and confirm that there is no more than one original executed copy of the Contract in the Receivable File.
13. Except for a payment that is no more than 29 days past due, no payment default exists on any Receivable as of the Cutoff Date.	13. Observe the Data Tape and confirm the Receivable was not more than 29 days delinquent as of the Cutoff Date.

14. BMW FS or BMW Bank, in accordance with its customary procedures, has determined that the Obligor has obtained physical damage insurance covering each Financed Vehicle and, under the terms of the related Receivable, the Obligor is required to maintain such insurance.	14. Observe the related Contract and confirm that it contains language requiring the related Obligor to obtain and maintain physical damage insurance covering the related Financed Vehicle.
15. No Receivable has a maturity date later than the last day of the Collection Period immediately preceding the maturity date of the latest maturing class of Notes.	15. Observe the related Receivable File and confirm that the maturity date specified for the Receivable in the Contract as of the Closing Date, as amended by any related documents in the Receivable File through the Closing Date, is not later than the last day of the Collection Period immediately preceding the maturity date of the latest maturing class of Notes.
16. Each Receivable had an original maturity of not less than 18 or more than 72 months.	16. Observe the related Receivable File and confirm that the original maturity date specified in the related Contract is not less than 18 or more than 72 months after the origination date of such Contract.
17. All of the Receivables, as of the Cutoff Date, are due from Obligors with garaging addresses within the United States of America, its territories and possessions.	17. Observe the related Receivable File and confirm that, as of the Cutoff Date, the related Obligor’s garaging address was within the United States of America, its territories and possessions.
18. Each Receivable had a first scheduled payment due on or prior to 45 calendar days after the origination date thereof.	18. Observe the related Contract and confirm that it specifies the first payment is due within 45 days after the origination date of the Receivable.
19. As of the Cutoff Date, each Receivable has a remaining term of at least 3 months and no more than 71 months.	19. Observe the related Receivable File and confirm that the remaining term to maturity, calculated as of the Cutoff Date, specified in the Contract (as amended by any related documents in the Receivable File) is at least 3 months and no more than 71 months.
20. As of the Cutoff Date, each Receivable has a remaining balance of at least $1,768.12.	20. Observe the Data Tape and confirm that the remaining balance of the Receivable is at least $1,768.12.
21. The Obligor with respect to each Receivable has made at least one scheduled payment.	21. Observe the Data Tape and confirm that it specifies that at least one payment was received as of the Cutoff Date.

	/s/ Ritu Chandy
	Ritu Chandy
	Chief Executive Officer
	of BMW FS Securities LLC