Administration Agreement



 



EXHIBIT 10.3


EXECUTION COPY








ADMINISTRATION AGREEMENT



among



VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-1,

as Issuer



VW CREDIT, INC.,

as Administrator



and



THE BANK OF NEW YORK,



as Indenture Trustee



Dated as of June 27, 2003









 

 

 


2003-1 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	 




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     THIS ADMINISTRATION AGREEMENT (this “Agreement”) dated as of June 27,
2003, is between VOLKSWAGEN AUTO LOAN ENHANCED TRUST 2003-1, a Delaware
statutory trust (the “Issuer”), VW CREDIT, INC., a Delaware corporation, as
administrator (“VCI” or in its capacity as administrator, the “Administrator”),
and THE BANK OF NEW YORK, 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 June 27, 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




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	 	 	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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	 	 	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

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 2003-1

c/o Deutsche Bank Trust Company Delaware

1011 Centre Road, Suite 200

Wilmington, Delaware 19805

Attention: Elizabeth Ferry

Telephone: (302) 636-3305

Facsimile: (302) 636-3222
	 
	 	 	 	with a copy to the Corporate Trust Office, and




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

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:
	 
	 	 	 	Deutsche Bank Trust Company Delaware

1011 Centre Road, Suite 200

Wilmington, Delaware 19805

Attention: Elizabeth Ferry

Telephone: (302) 636-3305

Facsimile: (302) 636-3222
	 
	 	 	 	with a copy to the Corporate Trust Office
	 
	 	(d)	 	if to the Indenture Trustee, to:
	 
	 	 	 	The Bank of New York

101 Barclay Street

Floor 8 West

New York, New York 10286

Attention: Asset Backed Securities Unit

Telephone: (212) 815-4389

Facsimile: (212) 815-2493



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.
	 
	 	 	      (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




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	 	 	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:




	 	 	 	      (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,




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	 	 	 	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.


     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



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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
Deutsche Bank Trust Company 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.


[SIGNATURES ON NEXT PAGE]



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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 2003-1


	By: Deutsche Bank Trust Company Delaware, not

in its individual capacity but solely as Owner

Trustee


	By:
	  /s/ Eileen M. Hughes
	


	
Name: Eileen M. Hughes

Title: Vice President




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	VW CREDIT, INC., as Administrator

	 	 
	By:	/s/ Kevin Kelly
	

	
Name: Kevin Kelly

Title: President
	 	 
	By:
	Allen L. Strang
	

	Name: Allen L. Strang

Title: Secretary




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	THE BANK OF NEW YORK, as Indenture Trustee
	 
	By:
	/s/ John Bobko

	

	
Name: John Bobko

Title: Assistant 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:	Allen L. Strang
	

	Name: Allen L. Strang

Title: Secretary




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