exv10w3



 



EXHIBIT 10.3  


EXECUTION COPY  














ADMINISTRATION AGREEMENT



among



VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-2,

as Issuer



VW CREDIT, INC.,

as Administrator



and



JPMORGAN CHASE BANK,



as Indenture Trustee



Dated as of October 29, 2003








2003-2 Administration Agreement


 






 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	1.	 	
Duties of the Administrator
	 	 	1	 
	2.	 	
Records
	 	 	2	 
	3.	 	
Compensation; Payment of Fees and Expenses
	 	 	3	 
	4.	 	
Independence of the Administrator
	 	 	3	 
	5.	 	
No Joint Venture
	 	 	3	 
	6.	 	
Other Activities of the Administrator
	 	 	3	 
	7.	 	
Representations and Warranties of the Administrator
	 	 	3	 
	8.	 	
Administrator Replacement Events; Termination of the Administrator
	 	 	4	 
	9.	 	
Action upon Termination or Removal
	 	 	6	 
	10.	 	
Liens
	 	 	6	 
	11.	 	
Notices
	 	 	6	 
	12.	 	
Amendments
	 	 	7	 
	13.	 	
Governing Law; Submission to Jurisdiction
	 	 	8	 
	14.	 	
Headings
	 	 	9	 
	15.	 	
Counterparts
	 	 	9	 
	16.	 	
Severability of Provisions
	 	 	9	 
	17.	 	
Not Applicable to VCI in Other Capacities
	 	 	9	 
	18.	 	
Benefits of the Administration Agreement
	 	 	9	 
	19.	 	
Assignment
	 	 	10	 
	20.	 	
Nonpetition Covenant
	 	 	10	 
	21.	 	
Limitation of Liability
	 	 	10	 



2003-2 Administration Agreement


-i-






 



     THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of October 29,
2003, is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-2, a Delaware
statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as
administrator (“VCI” or in its capacity as administrator, the “Administrator”),
and JPMORGAN CHASE BANK, a New York banking corporation, as indenture trustee
(the “Indenture Trustee”). Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned such terms in Appendix A to the
Sale and Servicing Agreement dated as of October 29, 2003 (the “Sale and
Servicing Agreement”) by and among Volkswagen Public Auto Loan Securitization,
LLC, as seller, the Issuer, VCI, as servicer, and the Indenture Trustee.


W I T N E S S E T H :



     WHEREAS, the Issuer has issued the Notes pursuant to the Indenture and the
Certificate pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including, (i) the Sale and Servicing
Agreement, (ii) the Indenture, (iii) the Note Depository Agreement and (iv) the
Trust Agreement (each of the agreements referred to in clauses (i) through (iv)
are referred to herein collectively as the “Issuer Documents”);


     WHEREAS, to secure payment of the Notes, the Issuer has pledged the
Collateral to the Indenture Trustee pursuant to the Indenture;


     WHEREAS, pursuant to the Issuer Documents, the Issuer is required to
perform certain duties;


     WHEREAS, the Issuer desires to have the Administrator perform certain of
the duties of the Issuer, and to provide such additional services consistent
with this Agreement and the Issuer Documents as the Issuer may from time to
time request;


     WHEREAS, the Administrator has the capacity to provide the services
required hereby and is willing to perform such services for the Issuer on the
terms set forth herein;


     NOW, THEREFORE, in consideration of the mutual terms and covenants
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties agree as follows:


     1.     Duties of the Administrator.



		
	 	     (a) Duties with Respect to the Issuer Documents. The Administrator
shall perform all of its duties as Administrator under this Agreement and
the Issuer Documents and the duties and obligations of the Issuer and the
Owner Trustee (in its capacity as owner trustee) under the Issuer
Documents; provided, however, except as otherwise provided in the Issuer
Documents, that the Administrator shall have no obligation to make any
payment required to be made by the Issuer under any Issuer Document. In
addition, the Administrator shall consult with the Issuer and the Owner
Trustee regarding its duties and obligations under the Issuer Documents.
The Administrator shall monitor the performance of the Issuer and the
Owner Trustee and shall advise the Issuer and the Owner Trustee when
action is necessary to comply with the Issuer’s and the Owner Trustee’s
duties and obligations under the Issuer Documents. The Administrator
shall




2003-2 Administration Agreement

 






 







		
	 	perform such calculations, and shall prepare for execution by the
Issuer or the Owner Trustee or shall cause the preparation by other
appropriate persons of all such documents, reports, filings, instruments,
certificates and opinions as it shall be the duty of the Issuer or the
Owner Trustee (in its capacity as owner trustee) to prepare, file or
deliver pursuant to the Issuer Documents. In furtherance of the
foregoing, the Administrator shall take all appropriate action that is
the duty of the Issuer or the Owner Trustee (in its capacity as owner
trustee) to take pursuant to the Issuer Documents, and shall prepare and
execute on behalf of the Issuer or the Owner Trustee all such documents,
reports, filings, instruments, certificates and opinions as it shall be
the duty of the Issuer or the Owner Trustee to prepare, file or deliver
pursuant to the Issuer Documents or otherwise by law.




		
	 	     (b) No Action by Administrator. Notwithstanding anything to the
contrary in the Agreement, the Administrator shall not be obligated to,
and shall not, take any action that the Issuer directs the Administrator
not to take nor which would result in a violation or breach of the
Issuer’s covenants, agreements or obligations under any of the Issuer
Documents.




		
	 	     (c) Non-Ministerial Matters; Exceptions to Administrator Duties.




		
	 	     (i) Notwithstanding anything to the contrary in this
Agreement, with respect to matters that in the reasonable judgment
of the Administrator are non-ministerial, the Administrator shall
not take any action unless, within a reasonable time before the
taking of such action, the Administrator shall have notified the
Issuer of the proposed action and the Issuer shall not have
withheld consent or provided an alternative direction. For the
purpose of the preceding sentence, “non-ministerial matters” shall
include, without limitation:




		
	 	     (A) the initiation of any claim or lawsuit by the Issuer and
the compromise of any action, claim or lawsuit brought by or
against the Issuer;




		
	 	     (B) the appointment of successor Note Registrars, successor
Paying Agents, successor Indenture Trustees, successor
Administrators or successor Servicers, or the consent to the
assignment by the Note Registrar, the Paying Agent or the Indenture
Trustee of its obligations under the Indenture; and




		
	 	     (C) the removal of the Indenture Trustee.




		
	 	     (ii) Notwithstanding anything to the contrary in this
Agreement, the Administrator shall not be obligated to, and shall
not, (x) make any payments to the Noteholders under the Transaction
Documents, (y) except as provided in the Transaction Documents,
sell the Trust Estate or (z) take any other action that the Issuer
directs the Administrator not to take on its behalf.



     2.     Records. The Administrator shall maintain appropriate books of account
and records relating to services performed hereunder, which books of account
and records shall be accessible for inspection upon reasonable written request
by the Issuer, the Seller and the Indenture Trustee at any time during normal
business hours.


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     3.     Compensation; Payment of Fees and Expenses. As compensation for the
performance of the Administrator’s obligations under this Agreement and as
reimbursement for its expenses related thereto, the Administrator shall be
entitled to receive $30,000 annually which shall be solely an obligation of the
Servicer. The Administrator shall pay all expenses incurred by it in
connection with its activities hereunder.


     4.     Independence of the Administrator. For all purposes of this Agreement,
the Administrator shall be an independent contractor and shall not be subject
to the supervision of the Issuer with respect to the manner in which it
accomplishes the performance of its obligations hereunder. Unless expressly
authorized by the Issuer, the Administrator shall have no authority to act for
or to represent the Issuer in any way (other than as permitted hereunder) and
shall not otherwise be deemed an agent of the Issuer.


     5.     No Joint Venture. Nothing contained in this Agreement (i) shall
constitute the Administrator and the Issuer as members of any partnership,
joint venture, association, syndicate, unincorporated business or other
separate entity, (ii) shall be construed to impose any liability as such on any
of them or (iii) shall be deemed to confer on any of them any express, implied
or apparent authority to incur any obligation or liability on behalf of the
others.


     6.     Other Activities of the Administrator. Nothing herein shall prevent the
Administrator or its Affiliates from engaging in other businesses or, in its
sole discretion, from acting in a similar capacity as an Administrator for any
other Person even though such Person may engage in business activities similar
to those of the Issuer, the Owner Trustee or the Indenture Trustee.


     7.     Representations and Warranties of the Administrator. The Administrator
represents and warrants to the Issuer and the Indenture Trustee as follows:



		
	 	     (a) Existence and Power. The Administrator is a corporation validly
existing and in good standing under the laws of its state of organization
and has, in all material respects, all power and authority to carry on
its business as now conducted. The Administrator has obtained all
necessary licenses and approvals in each jurisdiction where the failure
to do so would materially and adversely affect the ability of the
Administrator to perform its obligations under the Transaction Documents
or affect the enforceability or collectibility of the Receivables or any
other part of the Collateral.




		
	 	     (b) Authorization and No Contravention. The execution, delivery and
performance by the Administrator of the Transaction Documents to which it
is a party (i) have been duly authorized by all necessary action on the
part of the Administrator and (ii) do not contravene or constitute a
default under (A) any applicable law, rule or regulation, (B) its
organizational documents or (C) any material agreement, contract, order
or other instrument to which it is a party or its property is subject
(other than violations which do not affect the legality, validity or
enforceability of any of such agreements and which, individually or in
the aggregate, would not materially and adversely affect the transactions
contemplated by, or the Administrator’s ability to perform its
obligations under, the Transaction Documents)



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	 	     (c) No Consent Required. No approval or authorization by, or filing
with, any Governmental Authority is required in connection with the
execution, delivery and performance by the Administrator of any
Transaction Document other than (i) UCC filings, (ii) approvals and
authorizations that have previously been obtained and filings that have
previously been made and (iii) approvals, authorizations or filings
which, if not obtained or made, would not have a material adverse effect
on the enforceability or collectibility of the Receivables or any other
part of the Collateral or would not materially and adversely affect the
ability of the Administrator to perform its obligations under the
Transaction Documents.




		
	 	     (d) Binding Effect. Each Transaction Document to which the
Administrator is a party constitutes the legal, valid and binding
obligation of the Administrator enforceable against the Administrator in
accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium,
receivership, conservatorship or other similar laws affecting the
enforcement of creditors’ rights generally and, if applicable, the rights
of creditors of limited liability companies from time to time in effect
or by general principles of equity.



     8.     Administrator Replacement Events; Termination of the Administrator.



		
	 	     (a) Subject to clauses (d) and (e) below, the Administrator may
resign its duties hereunder by providing the Issuer with at least sixty
(60) days’ prior written notice.




		
	 	     (b) Subject to clauses (d) and (e) below, the Issuer may remove the
Administrator without cause by providing the Administrator with at least
sixty (60) days’ prior written notice.




		
	 	     (c) The occurrence of any one of the following events (each, an
“Administrator Replacement Event”) shall also entitle the Issuer, subject
to Section 19 hereof, to terminate and replace the Administrator:




		
	 	     (i) any failure by the Administrator to deliver or cause to be
delivered any required payment to the Indenture Trustee for
distribution to the Noteholders, which failure continues unremedied
for ten business days after discovery thereof by a Responsible
Officer of the Administrator or receipt by the Administrator of
written notice thereof from the Indenture Trustee or Noteholders
evidencing at least a majority of the aggregate principal amount of
the Outstanding Notes, voting together as a single class;




		
	 	     (ii) any failure by the Administrator to duly observe or
perform in any material respect any other of its covenants or
agreements in this Agreement, which failure materially and
adversely affects the rights of the Issuer or the Noteholders, and
which continues unremedied for 90 days after discovery thereof by a
Responsible Officer of the Administrator or receipt by the
Administrator of written notice thereof from the Indenture Trustee
or Noteholders evidencing at least a majority of the aggregate
principal amount of the Outstanding Notes, voting together as a
single class;



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	 	     (iii) any representation or warranty of the Administrator made
in any Transaction Document to which the Administrator is a party
or by which it is bound or any certificate delivered pursuant to
this Agreement proves to have been incorrect in any material
respect when made, which failure materially and adversely affects
the rights of the Issuer or the Noteholders, and which failure
continues unremedied for 90 days after discovery thereof by a
Responsible Officer of the Administrator or receipt by the
Administrator of written notice thereof from the Indenture Trustee
or Noteholders evidencing at least a majority of the aggregate
principal amount of the Outstanding Notes, voting together as a
single class (it being understood that any repurchase of a
Receivable by VCI pursuant to Section 3.3 of the Purchase
Agreement, by the Seller pursuant to Section 2.3 of the Sale and
Servicing Agreement or by the Administrator pursuant to Section 3.6
of the Sale and Servicing Agreement shall be deemed to remedy any
incorrect representation or warranty with respect to such
Receivable); or




		
	 	     (iv) the Administrator suffers a Bankruptcy Event;




		
	 	provided, however, that a delay in or failure of performance
referred to under clauses (i), (ii) or (iii) above for a period of
150 days will not constitute an Administrator Replacement Event if
such delay or failure was caused by force majeure or other similar
occurrence.




		
	 	     (d) If an Administrator Replacement Event shall have occurred, the
Issuer may, subject to Section 19 hereof, by notice given to the
Administrator and the Owner Trustee, terminate all or a portion of the
rights and powers of the Administrator under this Agreement, including
the rights of the Administrator to receive the annual fee for services
hereunder for all periods following such termination; provided,
however, that such termination shall not become effective until such time as the
Issuer, subject to Section 19 hereof, shall have appointed a successor
Administrator in the manner set forth below. Upon any such termination,
all rights, powers, duties and responsibilities of the Administrator
under this Agreement shall vest in and be assumed by any successor
Administrator appointed by the Issuer, subject to Section 19 hereof,
pursuant to a management agreement between the Issuer and such successor
Administrator, containing substantially the same provisions as this
Agreement (including with respect to the compensation of such successor
Administrator), and the successor Administrator is hereby irrevocably
authorized and empowered to execute and deliver, on behalf of the
Administrator, as attorney-in-fact or otherwise, all documents and other
instruments, and to do or accomplish all other acts or things necessary
or appropriate to effect such vesting and assumption. Further, in such
event, the Administrator shall use its commercially reasonable efforts to
effect the orderly and efficient transfer of the administration of the
Issuer to the new Administrator.




		
	 	     (e) The Issuer, subject to Section 19 hereof, may waive in writing
any Administrator Replacement Event by the Administrator in the
performance of its obligations hereunder and its consequences. Upon any
such waiver of a past Administrator Replacement Event, such Administrator
Replacement Event shall cease to exist, and any Administrator Replacement
Event arising therefrom shall be deemed to



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5






 







		
	 	have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other Administrator Replacement
Event or impair any right consequent thereon.



     9.     Action upon Termination or Removal. Promptly upon the effective date
of termination of this Agreement pursuant to Section 8, or the removal of the
Administrator pursuant to Section 8, the Administrator shall be entitled to be
paid by the Servicer all fees and reimbursable expenses accruing to it to the
date of such termination or removal.


     10.     Liens. The Administrator will not directly or indirectly create,
allow or suffer to exist any Lien on the Collateral other than Permitted Liens.


     11.     Notices. Any notice, report or other communication given hereunder
shall be in writing and addressed as follows:



	 	(a)	 	if to the Administrator, to:
	 
	 	 	 	VW Credit, Inc.

3800 Hamlin Road

Auburn Hills, Michigan 48326

Attention: General Counsel

Telephone: (248) 754-5000

Facsimile: (248) 754-5360
	 
	 	 	 	with a copy to:
	 
	 	 	 	Mayer, Brown, Rowe & Maw LLP

190 South LaSalle Street

Chicago, Illinois 60603

Attention: Stuart M. Litwin

Facsimile: (312) 701-7711

Confirmation No.: (312) 701-7373
	 
	 	(b)	 	if to the Issuer, to:
	 
	 	 	 	Volkswagen Auto Loan Enhanced Trust 2003-2

c/o The Bank of New York (Delaware)

P.O. Box 6873

White Clay Center

Route 273

Newark, Delaware 19714

Attention: Kris Gullo

Telephone: 302-283-8079

Facsimile: 302-283-8279
	 
	 	 	 	with a copy to the Corporate Trust Office, and



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	 	 	 	with a copy to:
	 
	 	 	 	Mayer, Brown, Rowe & Maw LLP

190 South LaSalle Street

Chicago, Illinois 60603

Attention: Stuart M. Litwin

Facsimile: (312) 701-7711

Confirmation No.: (312) 701-7373
	 
	 	(c)	 	if to the Owner Trustee, to:
	 
	 	 	 	The Bank of New York (Delaware)

P.O. Box 6873

White Clay Center

Route 273

Newark, Delaware 19714

Attention: Kris Gullo

Telephone: 302-283-8079

Facsimile: 302-283-8279

	 
	 	 	 	with a copy to the Corporate Trust Office
	 
	 	(d)	 	if to the Indenture Trustee, to:
	 
	 	 	 	JPMorgan Chase Bank

4 New York Plaza, 6th Floor

New York, New York 10004-2477

Attention: ITS Structured Finance Administration -
                  Volkswagen
Auto Loan Enhanced
                  Trust
2003-2

Telephone: (212) 623-5237

Facsimile: (212) 623-5932



or to such other address as any party shall have provided to the other parties
in writing. Any notice required to be in writing hereunder shall be deemed
given if such notice is mailed by certified mail, postage prepaid or
hand-delivered to the address of such party as provided above.


     12.     Amendments.



		
	 	     (a) Any term or provision of this Agreement may be amended by the
Administrator without the consent of the Indenture Trustee, any
Noteholder, the Issuer or the Owner Trustee; provided that such amendment
shall not, as evidenced by an Opinion of Counsel delivered to the
Indenture Trustee and the Owner Trustee materially and adversely affect
the interests of the Indenture Trustee, the Noteholders or the Owner
Trustee.



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	 	     (b) Any term or provision of this Agreement may be amended by the
Administrator but without the consent of the Indenture Trustee, any
Noteholder, the Issuer, the Owner Trustee or any other Person to add,
modify or eliminate any provisions as may be necessary or advisable in
order to enable the Seller, the Servicer or any of their Affiliates to
comply with or obtain more favorable treatment under any law or
regulation or any accounting rule or principle, it being a condition to
any such amendment that the Rating Agency Condition shall have been
satisfied.




		
	 	     (c) This Agreement may also be amended from time to time by the
Issuer, the Administrator and the Indenture Trustee, with the consent of
the Holders of Notes evidencing not less than a majority of the aggregate
principal amount of the Outstanding Notes, voting as a single class, 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. It will not be necessary for
the consent of Noteholders to approve the particular form of any proposed
amendment or consent, but it will be sufficient if such consent approves
the substance thereof. The manner of obtaining such consents (and any
other consents of Noteholders provided for in this Agreement) and of
evidencing the authorization of the execution thereof by Noteholders will
be subject to such reasonable requirements as the Indenture Trustee may
prescribe, including the establishment of record dates pursuant to the
Note Depository Agreement.




		
	 	     (d) Prior to the execution of any such amendment, the Administrator
shall provide written notification of the substance of such amendment to
each Rating Agency and the Owner Trustee; and promptly after the
execution of any such amendment or consent, the Administrator shall
furnish a copy of such amendment or consent to each Rating Agency, the
Owner Trustee and the Indenture Trustee.




		
	 	     (e) Prior to the execution of any amendment to this Agreement, the
Issuer, the Owner Trustee and the Indenture Trustee shall be entitled to
receive and conclusively rely upon an Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement
and that all conditions precedent to the execution and delivery of such
amendment have been satisfied. The Owner Trustee and the Indenture
Trustee may, but shall not be obligated to, enter into any such amendment
which adversely affects the Owner Trustee’s or the Indenture Trustee’s,
as applicable, own rights, duties or immunities under this Agreement.



     13.     Governing Law; Submission to Jurisdiction.



		
	 	     (a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE INTERNAL, SUBSTANTIVE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO THE RULES THEREOF RELATING TO CONFLICTS OF LAW AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.




		
	 	     (b) Each of the parties hereto hereby irrevocably and
unconditionally:




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	 	     (i) submits for itself and its property in any legal action or
proceeding relating to this Agreement or any documents executed and
delivered in connection herewith, or for recognition and
enforcement of any judgment in respect thereof, to the nonexclusive
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;




		
	 	     (ii) 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;




		
	 	     (iii) 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 Person at its address determined in
accordance with Section 11 of this Agreement; and




		
	 	     (iv) 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.



     14.     Headings. The section headings hereof have been inserted for
convenience of reference only and shall not be construed to affect the meaning,
construction or effect of this Agreement.


     15.     Counterparts. This Agreement may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.


     16.     Severability of Provisions. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement.


     17.     Not Applicable to VCI in Other Capacities. Nothing in this Agreement
shall affect any obligation VCI may have in any other capacity.


     18.     Benefits of the Administration Agreement. Nothing in this Agreement,
expressed or implied, shall give to any Person other than the parties hereto
and their successors hereunder, the Owner Trustee, any separate trustee or
co-trustee appointed under Section 7.13 of the Indenture and the Noteholders,
any benefit or any legal or equitable right, remedy or claim under this
Agreement. For the avoidance of doubt, the Owner Trustee is a third party
beneficiary of this Agreement and is entitled to the rights and benefits
hereunder and may enforce the provisions hereof as if it were a party hereto.


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     19.     Assignment. Each party hereto hereby acknowledges and consents to the
mortgage, pledge, assignment and grant of a security interest by the Issuer to
the Indenture Trustee pursuant to the Indenture for the benefit of the
Noteholders of all of the Issuer’s rights under this Agreement. In addition,
the Administrator hereby acknowledges and agrees that for so long as any Notes
are outstanding, the Indenture Trustee will have the right to exercise all
waivers and consents, rights, remedies, powers, privileges and claims of the
Issuer under this Agreement.


     20.     Nonpetition Covenant. Each party hereto agrees that, prior to the
date which is one year and one day after payment in full of all obligations of
each Bankruptcy Remote Party in respect of all securities issued by any
Bankruptcy Remote Party (i) such party shall not authorize any Bankruptcy
Remote Party to commence a voluntary winding-up or other voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to such Bankruptcy Remote Party or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect in any jurisdiction
or seeking the appointment of an administrator, a trustee, receiver,
liquidator, custodian or other similar official with respect to such Bankruptcy
Remote Party or any substantial part of its property or to consent to any such
relief or to the appointment of or taking possession by any such official in an
involuntary case or other proceeding commenced against such Bankruptcy Remote
Party, or to make a general assignment for the benefit of, its creditors
generally, any party hereto or any other creditor of such Bankruptcy Remote
Party, and (ii) none of the parties hereto shall commence or join with any
other Person in commencing any proceeding against such Bankruptcy Remote Party
under any bankruptcy, reorganization, liquidation or insolvency law or statute
now or hereafter in effect in any jurisdiction.


     21.     Limitation of Liability. Notwithstanding anything contained herein to
the contrary, this Agreement has been executed and delivered by The Bank of New
York (Delaware), not in its individual capacity but solely as Owner Trustee,
and in no event shall it have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder
or under the Notes or any of the other Transaction Documents or in any of the
certificates, notices or agreements delivered pursuant thereto, as to all of
which recourse shall be had solely to the assets of the Issuer. Under no
circumstances shall the Owner Trustee be personally liable for the payment of
any indebtedness or expense of the Issuer or be liable for the breach or
failure of any obligations, representation, warranty or covenant made or
undertaken by the Issuer under the Transaction Documents. For the purposes of
this Agreement, in the performance of its duties or obligations hereunder, the
Owner Trustee shall be subject to, and entitled to the benefits of, the terms
and provisions of Articles VI, VII and VIII of the Trust Agreement.


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2003-2 Administration Agreement


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     IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.



	 	 	 	 	 
	 	 	VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-2
	 	 	 	 	 
	 	 	By: The Bank of New York (Delaware), not in
its individual capacity but solely as Owner
Trustee
	 	 	 	 	 
	 	 	
By:
	 	/s/ Patrick Burns
	 	 	 	 	

	 	 	Name: Patrick Burns
	 	 	Title: SVP



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	 	 	VW CREDIT, INC., as Administrator
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kevin Kelly
	 	 	 	 	

	 	 	Name: Kevin Kelly
	 	 	Title: President
	 	 	 	 	 
	 	 	
By:
	 	/s/ Allen L. Strang
	 	 	 	 	

	 	 	Name: Allen L. Strang
	 	 	Title: Secretary



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	 	 	JPMORGAN CHASE BANK, as Indenture Trustee
	 	 	 	 	 
	 	 	
By:
	 	/s/ Wen Hao Wang
	 	 	 	 	

	 	 	Name: Wen Hao Wang
	 	 	Title: Asst. Vice President



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Joinder of Servicer:


VW CREDIT, INC., as Servicer, joins in this Agreement solely for purposes of
Section 3.



	 	 	 	 	 
	 	 	VW CREDIT, INC., as Servicer
	 	 	 	 	 
	 	 	
By:
	 	/s/ Kevin Kelly
	 	 	 	 	

	 	 	Name: Kevin Kelly
	 	 	Title: President
	 	 	 	 	 
	 	 	
By:
	 	/s/ Allen L. Strang
	 	 	 	 	

	 	 	Name: Allen L. Strang
	 	 	Title: Secretary




2003-2 Administration Agreement

S-4