EXIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that FINANCIAL SERVICES
VEHICLE TRUST ("Grantor"), a business trust formed under the laws of the State
of Delaware, does hereby appoint BMW FINANCIAL SERVICES NA, LLC (as successor in
interest to BMW Financial Services NA, Inc.) ("Grantee"), a Delaware limited
liability company located at 300 Chestnut Ridge Road, Woodcliff Lake, New Jersey
07675, as its attorney-in-fact, with full power of substitution, and hereby
authorizes and empowers Grantee, in the name of and on behalf of Grantor, to
take the following actions from time to time with respect to certain filings
referred to in the Servicing Agreement dated as of August 30, 1995 between
Grantor and Grantee, as supplemented by the Series 2000-A Servicing Agreement,
dated as of November 1, 2000 ("Servicing Agreement") for the purposes of
enabling Grantee in the name of the Grantor to:
1. Sign Grantor's name to any (i) periodic sales and use or
property (real or personal) tax reports, (ii) periodic renewals of licenses and
permits, (iii) periodic renewals of qualification to act as a trust and a
business trust, or (iv) other periodic governmental filing, registration or
approvals (collectively, "Filings"), arising with respect to or required of the
Grantor or the Trustee; and
2. Identify any surety bonds or other ancillary undertakings
required of the Grantor or the Trustee in respect of any Filing, execute and
deliver any and all instruments and take and all further action in the name of
and on behalf of Grantor as may be required or deemed desirable to accomplish
any and all of the foregoing and carry out the purposes of this Power of
Attorney.
Grantee is hereby empowered to do any and all lawful acts
requisite for effecting such Filings and the payment of such fees, costs and
taxes as necessary to complete these actions, and Grantor hereby ratifies and
confirms any and all lawful acts that Grantee shall do pursuant to and in
conformity with this Power of Attorney.
This Power of Attorney is revocable upon notice by Grantor,
and if not earlier revoked shall expire upon the earlier of (a) the termination
of that certain Trust Agreement, Amended and Restated as of September 27, 1996,
as further amended as of May 25, 2000, by and among BMW MANUFACTURING L.P. and
CHASE MANHATTAN BANK DELAWARE (predecessor in interest to Chase Manhattan Bank
USA, N.A.) and (b) the termination of that certain Servicing Agreement.
Grantor executes this power of attorney with the intent to be
legally bound hereby, and with the intent that the execution shall have the full
dignity afforded by the accompanying witnessing and notarization and all lesser
dignity resulting from the absence of such witnessing and notarization or any
combination thereof.
All capitalized terms used herein shall, unless defined
herein, have the respective meaning set forth in the Trust Agreement.
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Dated this ___ day of October, 2000
FINANCIAL SERVICES VEHICLE TRUST
By: CHASE MANHATTAN BANK USA, N.A.
as Trustee
By:__________________________________
Name:
Title:
[CORPORATE SEAL]
Address: 1201 Market Street
Wilmington, Delaware 19801
Signed, sealed and delivered in the presence of:
-----------------------
[Unofficial Witness]
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