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                                                                  EXECUTION COPY

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                            ADMINISTRATION AGREEMENT


                                  by and among


                          WELLS FARGO AUTO TRUST 2001-A
                                    as Issuer


                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
                                as Administrator


                                       and


                            THE CHASE MANHATTAN BANK
                              as Indenture Trustee


                            Dated as of May 16, 2001



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                                TABLE OF CONTENTS

1. DEFINITIONS AND USAGE...................................................1

2. DUTIES OF THE ADMINISTRATOR.............................................2

3. RECORDS.................................................................8

4. COMPENSATION............................................................8

5. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER....................8

6. INDEPENDENCE OF THE ADMINISTRATOR.......................................8

7. NO JOINT VENTURE........................................................8

8. OTHER ACTIVITIES OF ADMINISTRATOR.......................................8

9. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.............8

10. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL........................9

11. NOTICES...............................................................10

12. AMENDMENTS............................................................10

13. SUCCESSORS AND ASSIGNS................................................11

14. GOVERNING LAW.........................................................11

15. HEADINGS..............................................................11

16. COUNTERPARTS..........................................................11

17. SEVERABILITY..........................................................11

18. NOT APPLICABLE TO WELLS FARGO IN OTHER CAPACITIES.....................12

19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE........12

20. THIRD-PARTY BENEFICIARY...............................................12

21. NONPETITION COVENANTS.................................................12


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                            ADMINISTRATION AGREEMENT


         This ADMINISTRATION AGREEMENT, dated as of May 16, 2001 (as from time
to time amended, supplemented or otherwise modified and in effect, this
"Agreement"), is by and among WELLS FARGO AUTO TRUST 2001-A, a New York common
law trust (the "Issuer"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a
national banking association, as administrator (the "Administrator"), and THE
CHASE MANHATTAN BANK, a New York banking corporation, not in its individual
capacity but solely as Indenture Trustee (the "Indenture Trustee").


         WHEREAS, the Issuer is issuing the Notes pursuant to the Indenture and
the Certificates pursuant to the Trust Agreement and has entered into certain
agreements in connection therewith, including (i) the Sale and Servicing
Agreement, (ii) the Depository Agreements, and (iii) the Indenture (the Sale and
Servicing Agreement, the Depository Agreements and the Indenture being referred
to hereinafter collectively as the "Related Agreements");


         WHEREAS, the Issuer and the Indenture Trustee desire to have the
Administrator perform certain duties of the Issuer and the Indenture Trustee
under the Related Agreements and to provide such additional services consistent
with the terms of this Agreement and the Related Agreements as the Issuer and
the Indenture Trustee may from time to time request; and


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


         NOW, THEREFORE, in consideration of the mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:


         1. DEFINITIONS AND USAGE.

         a. Except as otherwise specified herein or as the context may otherwise
require, capitalized terms used but not otherwise defined herein are defined in
Appendix X to the Sale and Servicing Agreement.

         b. All terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document delivered pursuant hereto unless
otherwise defined therein. For purposes of this Agreement and all such
certificates and other documents, unless the context otherwise requires:

                  (1) accounting terms not otherwise defined in this Agreement,
         and accounting terms partly defined in this Agreement to the extent not
         defined, shall have the respective meanings given to them under
         generally accepted accounting principles;

                  (2) terms defined in Article 9 of the UCC as in effect in the
         State of New York and not otherwise defined in this Agreement are used
         as defined in that Article;
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                  (3) the words "hereof," "herein" and "hereunder" and words of
         similar import refer to this Agreement as a whole and not to any
         particular provision of this Agreement;

                  (4) references to any Article, Section, Schedule or Exhibit
         are references to Articles, Sections, Schedules and Exhibits in or to
         this Agreement, and references to any paragraph, subsection, clause or
         other subdivision within any Section or definition refer to such
         paragraph, subsection, clause or other subdivision of such Section or
         definition;

                  (5) the term "including" means "including without limitation";

                  (6) references to any law or regulation refer to that law or
         regulation as amended from time to time and include any successor law
         or regulation;

                  (7) references to any Person include that Person's successors
         and assigns; and

                  (8) headings are for purposes of reference only and shall not
         otherwise affect the meaning or interpretation of any provision hereof.

                  2. DUTIES OF THE ADMINISTRATOR.

                  a. Duties with Respect to the Indenture and the Depository
         Agreements.

                  b. The Administrator agrees to perform all its duties as
         Administrator and the duties of the Issuer under the Depository
         Agreements. In addition, the Administrator shall consult with the Owner
         Trustee regarding the duties of the Issuer under the Indenture and the
         Depository Agreements.

                  c. The Administrator shall monitor the performance of the
         Issuer and shall advise the Owner Trustee when action is necessary to
         comply with the Issuer's duties under the Indenture and the Depository
         Agreements.

                  d. The Administrator shall prepare for execution by the
         Issuer, or shall cause the preparation by appropriate persons of, all
         such documents, reports, filings, instruments, certificates and
         opinions that shall be the duty of the Issuer to prepare, file or
         deliver pursuant to the Indenture and the Depository Agreements.

                  e. In furtherance of the foregoing, the Administrator shall
         take all appropriate action that is the duty of the Issuer to take
         pursuant to the Indenture including, without limitation, such of the
         foregoing as are required with respect to the following matters under
         the Indenture (references are to sections of the Indenture):

                           (1) the duty to cause the Note Register to be kept
                  and to give the Indenture Trustee notice of any appointment of
                  a new Note Registrar and the location, or change in location,
                  of the Note Register (Section 2.4);

                           (2) the preparation of or obtaining of the documents
                  and instruments required for authentication of the Notes and
                  delivery of the same to the Indenture Trustee (Section 2.2);


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                           (3) the preparation, obtaining or filing of the
                  instruments, opinions and certificates and other documents
                  required for the release of property from the lien of the
                  Indenture (Section 2.9);

                           (4) the preparation of Definitive Notes in accordance
                  with the instructions of the Clearing Agency (Section 2.12);

                           (5) the maintenance of an office in the Borough of
                  Manhattan, City of New York, for registration of transfer or
                  exchange of Notes (Section 3.2);

                           (6) the duty to cause newly appointed Paying Agents,
                  if any, to deliver to the Indenture Trustee the instrument
                  specified in the Indenture regarding funds held in trust
                  (Section 3.3);

                           (7) the direction to the Indenture Trustee to deposit
                  monies with Paying Agents, if any, other than the Indenture
                  Trustee (Section 3.3);

                           (8) the obtaining and preservation of the Issuer's
                  qualification to do business in each jurisdiction in which
                  such qualification is or shall be necessary to protect the
                  validity and enforceability of the Indenture, the Notes, the
                  Collateral and each other instrument or agreement included in
                  the Trust Estate (Section 3.4);

                           (9) the preparation of all supplements and amendments
                  to the Indenture and all financing statements, continuation
                  statements, instruments of further assurance and other
                  instruments and the taking of such other action as is
                  necessary or advisable to protect the Trust Estate (Section
                  3.5);

                           (10) the delivery of the Opinion of Counsel on the
                  Closing Date and the annual delivery of Opinions of Counsel as
                  to the Trust Estate, and the annual delivery of the Officer's
                  Certificate and certain other statements as to compliance with
                  the Indenture (Sections 3.6 and 3.9);

                           (11) the identification to the Indenture Trustee in
                  an Officer's Certificate of any Person with whom the Issuer
                  has contracted to perform its duties under the Indenture
                  (Section 3.7(b));

                           (12) the notification of the Indenture Trustee and
                  the Rating Agencies of an Event of Servicing Termination under
                  the Sale and Servicing Agreement and, if such Event of
                  Servicing Termination arises from the failure of the Servicer
                  to perform any of its duties under the Sale and Servicing
                  Agreement with respect to the Receivables, the taking of all
                  reasonable steps available to remedy such failure (Section
                  3.7(d));

                           (13) the preparation and obtaining of documents and
                  instruments required for the transfer by the Issuer of its
                  properties or assets (Section 3.10(b));

                           (14) the duty to cause the Servicer to comply with
                  Sections 4.9, 4.10, 4.11, 4.12 and 5.5 of the Sale and
                  Servicing Agreement (Section 3.14);


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                           (15) the delivery of written notice to the Indenture
                  Trustee and the Rating Agencies of each Event of Default under
                  the Indenture and each default by the Servicer or the Seller
                  under the Sale and Servicing Agreement (Section 3.18);

                           (16) the monitoring of the Issuer's obligations as to
                  the satisfaction and discharge of the Indenture and the
                  preparation of an Officer's Certificate and the obtaining of
                  the Opinions of Counsel and the Independent Certificate
                  relating thereto (Section 4.1);

                           (17) the monitoring of the Issuer's obligations as to
                  the satisfaction, discharge and defeasance of the Notes and
                  the preparation of an Officer's Certificate and the obtaining
                  of an opinion of a nationally recognized firm of independent
                  certified public accountants, a written confirmation thereof
                  and the Opinions of Counsel relating thereto (Section 4.1);

                           (18) the preparation and delivery of an Officer's
                  Certificate to the Indenture Trustee after the occurrence of
                  any event which with the giving of notice and the lapse of
                  time would become an Event of Default under Section 5.1(c) of
                  the Indenture, its status and what action the Issuer is taking
                  or proposes to take with respect thereto (Section 5.1);

                           (19) the compliance with any written directive of the
                  Indenture Trustee with respect to the sale of the Trust Estate
                  at one or more public or private sales called and conducted in
                  any manner permitted by law if an Event of Default shall have
                  occurred and be continuing (Section 5.4);

                           (20) the preparation of any written instruments
                  required to confirm more fully the authority of any co-trustee
                  or separate trustee and any written instruments necessary in
                  connection with the resignation or removal of any co-trustee
                  or separate trustee (Sections 6.8 and 6.10);

                           (21) the furnishing of the Indenture Trustee with the
                  names and addresses of Noteholders during any period when the
                  Indenture Trustee is not the Note Registrar (Section 7.1);

                           (22) the preparation and, after execution by the
                  Issuer, the filing with the Commission, any applicable state
                  agencies and the Indenture Trustee of documents required to be
                  filed on a periodic basis with, and summaries thereof as may
                  be required by rules and regulations prescribed by, the
                  Commission and any applicable state agencies and the
                  transmission of such summaries, as necessary, to the
                  Noteholders (Section 7.3);

                           (23) the preparation and delivery of Issuer Orders,
                  Officer's Certificates and Opinions of Counsel and all other
                  actions necessary with respect to investment and reinvestment,
                  to the extent permitted, of funds in such accounts (Sections
                  8.2 and 8.3);

                           (24) the preparation of an Issuer Request and
                  Officer's Certificate and the obtaining of an Opinion of
                  Counsel and Independent Certificates, if necessary, for the
                  release of the Trust Estate (Sections 8.4 and 8.5);


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                           (25) the preparation of Issuer Orders and the
                  obtaining of Opinions of Counsel with respect to the execution
                  of supplemental indentures and the mailing to the Noteholders
                  of notices with respect to such supplemental indentures
                  (Sections 9.1, 9.2 and 9.3);

                           (26) the preparation and delivery of new Notes
                  conforming to any supplemental indenture (Section 9.6);

                           (27) the notification of Noteholders of redemption of
                  the Notes or duty to cause the Indenture Trustee to provide
                  such notification (Section 10.2);

                           (28) the preparation and delivery of all Officer's
                  Certificates and the obtaining of Opinions of Counsel and
                  Independent Certificates with respect to any requests by the
                  Issuer to the Indenture Trustee to take any action under the
                  Indenture (Section 11.1(a));

                           (29) the preparation and delivery of Officer's
                  Certificates and the obtaining of Independent Certificates, if
                  necessary, for the release of property from the lien of the
                  Indenture (Section 11.1(b));

                           (30) the notification of the Rating Agencies, upon
                  the failure of the Indenture Trustee to give such
                  notification, of the information required pursuant to Section
                  11.4 of the Indenture (Section 11.4);

                           (31) the preparation and delivery to Noteholders and
                  the Indenture Trustee of any agreements with respect to
                  alternate payment and notice provisions (Section 11.6); and

                           (32) the recording of the Indenture, if applicable
                  (Section 11.15).

                  f. Payment of Fees and Indemnification by the Administrator.

                  The Administrator will:

                  (1) pay the Indenture Trustee from time to time reasonable
         compensation for all services rendered by the Indenture Trustee under
         the Indenture (which compensation shall not be limited by any provision
         of law in regard to the compensation of a trustee of an express trust)
         pursuant to the terms of the letter agreement between Administrator and
         Indenture Trustee dated May 16, 2001;

                  (2) indemnify the Indenture Trustee (individually and in its
         capacity as such) and its successors, assigns, directors, officers,
         employees and agents against any and all loss, liability or expense
         (including attorneys' fees and expenses) incurred by it in connection
         with the performance of its duties by the Administrator hereunder;
         provided, however, that the Administrator shall not be liable for or
         required to indemnify Indenture Trustee from and against any of the
         foregoing expenses arising or resulting from Indenture Trustee's own
         willful misconduct, negligence or bad faith or to the extent arising
         from the breach by Indenture Trustee of any of its representations and
         warranties and covenants set forth in the Indenture;


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                  (3) pay to Owner Trustee from time to time reasonable
         compensation for all services rendered by Owner Trustee under the Trust
         Agreement (which compensation shall not be limited by any provision of
         law in regard to the compensation of a trustee of an express trust)
         pursuant to the terms of Sections 8.1 and 8.2 of the Trust Agreement;

                  (4) indemnify Owner Trustee (individually and in its capacity
         as such) and its successors, assigns, directors, officers, employees
         and agents from and against, any and all loss, liability and expense
         (including reasonable legal fees and expenses) of any kind and nature
         whatsoever which may at any time be imposed on, incurred by, or
         asserted against Owner Trustee or any Indemnified Party in any way
         relating to or arising out of the Administrator's actions relating to
         the administration of the Owner Trust Estate or the action or inaction
         of Owner Trustee under the Trust Agreement, provided, however, that the
         Administrator shall not be liable for or required to indemnify Owner
         Trustee from and against any of the foregoing expenses arising or
         resulting from any of the matters described in the third sentence of
         Section 7.1 of the Trust Agreement.

         (g) Additional Duties. In addition to the duties of the Administrator
set forth above, the Administrator shall perform such calculations and shall
prepare or shall cause the preparation by other appropriate persons of, and
shall execute on behalf of the Issuer or the Owner Trustee, all such documents,
reports, filings, instruments, certificates and opinions that it shall be the
duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to
the Related Agreements, and at the request of the Owner Trustee shall take all
appropriate action that it is the duty of the Issuer or the Owner Trustee to
take pursuant to the Related Agreements. Subject to Section 5 of this Agreement,
and in accordance with the directions of the Owner Trustee, the Administrator
shall administer, perform or supervise the performance of such other activities
in connection with the Collateral (including the Related Agreements) as are not
covered by any of the foregoing provisions and as are expressly requested by the
Owner Trustee and are reasonably within the capability of the Administrator:

                  (1) Notwithstanding anything in this Agreement or the Related
         Agreements to the contrary, the Administrator shall be responsible for
         promptly notifying the Owner Trustee in the event that any withholding
         tax is imposed on the Issuer's payments (or allocations of income) to a
         Certificateholder as contemplated in Section 5.2(c) of the Trust
         Agreement. Any such notice shall specify the amount of any withholding
         tax required to be withheld by the Owner Trustee pursuant to such
         provision.

                  (2) Notwithstanding anything in this Agreement or the Related
         Agreements to the contrary, the Administrator shall be responsible for
         performance of all acts and undertakings of the Trust or the Owner
         Trustee contemplated in Sections 5.5(a), (b), (c), (d) and (e), and
         5.6(a) and 9.1 of the Trust Agreement and Sections 3.2, 3.3(b), (c),
         (d) and (f), 4.3, 4.4, 4.7, 4.11(b), 5.1(a), 5.6, 8.1, 8.4, 10.1(e),
         10.2(g) and (h) and 10.4 of the Sale and Servicing Agreement, with
         respect to, among other things, accounting and reports to
         Certificateholders.

                  (3) The Administrator will provide prior to June 30, 2001, a
         certificate of an Authorized Officer in form and substance satisfactory
         to the Owner Trustee as to whether any federal income taxes are being
         withheld by it with respect to the Notes or


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         Certificates. The Administrator shall be required to update the letter
         in each instance that it determines that any additional tax withholding
         is subsequently required or any previously required tax withholding
         shall no longer be required.

                  (4) The Administrator shall perform the duties of the
         Administrator specified in Section 10.2 of the Trust Agreement required
         to be performed in connection with the resignation or removal of the
         Owner Trustee, and any other duties expressly required to be performed
         by the Administrator pursuant to the Trust Agreement.

                  (5) In carrying out the foregoing duties or any of its other
         obligations under this Agreement, the Administrator may enter into
         transactions or otherwise deal with any of its Affiliates; provided,
         however, that the terms of any such transactions or dealings shall be
         in accordance with any directions received from the Issuer and shall
         be, in the Administrator's opinion, no less favorable to the Issuer
         than would be available from unaffiliated parties.

         h. Non-Ministerial Matters. 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 Owner Trustee of the
proposed action and the Owner Trustee shall not have withheld consent or
provided an alternative direction. For the purpose of the preceding sentence,
"non-ministerial matters" shall include, without limitation:

                  (1) the amendment of or any supplement to the Indenture;

                  (2) 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 (other than in connection with the collection of the
         Receivables or Permitted Investments);

                  (3) the amendment, change or modification of the Related
         Agreements;

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

                  (5) the removal of the Indenture Trustee.


         i. 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 Related Agreements, (y) sell the Trust Estate pursuant
to Section 5.4 of the Indenture or (z) take any other action that the Issuer
directs the Administrator not to take on its behalf.

         j. The Administrator shall hold the originals of any Book-Entry Notes
as an agent of the Indenture Trustee for purposes of the Note Depository
Agreement and not in its individual capacity.


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         3. 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 by the Issuer and the
Seller at any time during normal business hours.

         4. COMPENSATION. 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 $3,000 annually
which shall be solely an obligation of the Servicer.

         5. ADDITIONAL INFORMATION TO BE FURNISHED TO THE ISSUER. The
Administrator shall furnish to the Issuer from time to time such additional
information regarding the Collateral as the Issuer shall reasonably request.

         6. 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, the Owner Trustee or the Indenture
Trustee 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 represent the Issuer or the
Owner Trustee (and, regardless of whether authorized by the Issuer, the
Administrator shall have no such authority at all with respect to the Indenture
Trustee) in any way and shall not otherwise be deemed an agent of the Issuer,
the Owner Trustee or the Indenture Trustee.

         7. NO JOINT VENTURE. Nothing contained in this Agreement shall
constitute the administrator and either of the Issuer or the Owner Trustee as
members of any partnership, joint venture, association, syndicate,
unincorporated business or other separate entity, shall be construed to impose
any liability as such on any of them or 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.

         8. OTHER ACTIVITIES OF 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 or entity even though such person or entity may engage in business
activities similar to those of the Issuer, the Owner Trustee or the Indenture
Trustee.

         9. TERM OF AGREEMENT; RESIGNATION AND REMOVAL OF ADMINISTRATOR.

         a. This Agreement shall continue in force until the dissolution of the
Issuer, upon which event this Agreement shall automatically terminate.

         b. Subject to Sections 9(e) and 9(f), the Administrator may resign its
duties hereunder by providing the Issuer with at least sixty (60) days' prior
written notice.

         c. Subject to Sections 9(e) and 9(f), the Issuer may remove the
Administrator without cause by providing the Administrator with at least sixty
(60) days' prior written notice.


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         d. Subject to Sections 9(e) and 9(f), at the sole option of the Issuer,
the Administrator may be removed immediately upon written notice of termination
from the Issuer to the Administrator if any of the following events shall occur:

                  (1) the Administrator shall default in the performance of any
         of its duties under this Agreement and, after notice of such default,
         shall not cure such default within ten (10) days (or, if such default
         cannot be cured in such time, shall not give within ten (10) days such
         assurance of cure as shall be reasonably satisfactory to the Issuer);

                  (2) a court having jurisdiction in the premises shall enter a
         decree or order for relief, and such decree or order shall not have
         been vacated within sixty (60) days, in respect of the Administrator in
         any involuntary case under any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect or appoint a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official for the Administrator or any substantial part of its property
         or order the winding-up or liquidation of its affairs; or

                  (3) the Administrator shall commence a voluntary case under
         any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect, shall consent to the entry of an order for relief
         in an involuntary case under any such law, shall consent to the
         appointment of a receiver, liquidator, assignee, trustee, custodian,
         sequestrator or similar official for the Administrator or any
         substantial part of its property, shall consent to the taking of
         possession by any such official of any substantial part of its
         property, shall make any general assignment for the benefit of
         creditors or shall fail generally to pay its debts as they become due.

         The Administrator agrees that if any of the events specified in clauses
(2) or (3) of this Section 9(c) shall occur, it shall give written notice
thereof to the Issuer and the Trustee within seven (7) days after the happening
of such event.

         e. No resignation or removal of the Administrator pursuant to this
Section 9 shall be effective until (1) a successor Administrator shall have been
appointed by the Issuer and (2) such successor Administrator shall have agreed
in writing to be bound by the terms of this Agreement in the same manner as the
Administrator is bound hereunder.

         f. The appointment of any successor Administrator shall be effective
only after satisfaction of the Rating Agency Condition with respect to the
proposed appointment.

         g. Subject to Sections 9(e) and 9(f), the Administrator acknowledges
that upon the appointment of a successor Servicer pursuant to the Sale and
Servicing Agreement, the Administrator shall immediately resign and such
successor Servicer shall automatically become the Administrator under this
Agreement.

         10. ACTION UPON TERMINATION, RESIGNATION OR REMOVAL. Promptly upon the
effective date of termination of this Agreement pursuant to Section 9(a) or the
resignation or removal of the Administrator pursuant to Section 9(b) or (c),
respectively, the Administrator shall be entitled to be paid all fees and
reimbursable expenses accruing to it to the date of such termination,
resignation or removal. The Administrator shall forthwith upon such termination
pursuant to Section 9(a) deliver to the Issuer all property and documents of or


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relating to the Collateral then in the custody of the Administrator. In the
event of the resignation or removal of the Administrator pursuant to Section
9(b) or (c), respectively, the Administrator shall cooperate with the Issuer and
the Indenture Trustee and take all reasonable steps requested to assist the
Issuer in making an orderly transfer of the duties of the Administrator.

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

          a.      if to the Issuer or the Owner Trustee, to:

                           Wells Fargo Auto Trust 2001-A
                           c/o Wilmington Trust Company
                           1100 North Market Street
                           Wilmington, Delaware 19890
                           Attention:   Jeanne Oller
                           Telephone: (302) 651-1464
                           Facsimile: (302) 427-4749

          b.      if to the Administrator, to:

                           Wells Fargo Bank Minnesota, National Association
                           Wells Fargo Center
                           Sixth and Marquette
                           MAC N9311-161
                           Minneapolis, Minnesota  55479
                           Attention: Marianna C. Stershic
                           Telephone: (612) 667-7181
                           Facsimile: (612) 667-3464

          c.      If to the Indenture Trustee, to:

                           The Chase Manhattan Bank
                           450 West 33rd Street
                           New York, New York 10003
                           Attention: Jennifer H. Baran
                           Telephone: (212) 946-3881
                           Facsimile:  (212) 946-8302

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. This Agreement may be amended from time to time by a
written amendment duly executed and delivered by the Issuer, the Administrator
and the Indenture Trustee, with the written consent of the Owner Trustee,
without the consent of the Noteholders and the Certificateholders, 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 Certificateholders; provided that, unless the Rating


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Agency Condition shall have been satisfied, such amendment will not, as set
forth in an Opinion of Counsel satisfactory to the Indenture Trustee and the
Owner Trustee, materially and adversely affect the interest of any Noteholder or
Certificateholder. This Agreement may also be amended by the Issuer, the
Administrator and the Indenture Trustee with the written consent of the Owner
Trustee and the Noteholders of Notes evidencing not less than a majority of the
Notes Outstanding and the Certificateholders of Certificates evidencing not less
than a majority of the Certificate Balance or 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 Noteholders or the
Certificateholders; provided, however, that no such amendment may increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that are required to be
made for the benefit of the Noteholders or Certificateholders or reduce the
aforesaid percentage of the Noteholders and Certificateholders which are
required to consent to any such amendment, without the consent of the
Noteholders of all the Notes Outstanding and Certificateholders of Certificates
evidencing all the Certificate Balance. Notwithstanding the foregoing, the
Administrator may not amend this Agreement without the consent of the Seller,
which permission shall not be unreasonably withheld.

         13. SUCCESSORS AND ASSIGNS. This Agreement may not be assigned by the
Administrator unless such assignment is previously consented to in writing by
the Issuer, the Owner Trustee and the Indenture Trustee and subject to the
satisfaction of the Rating Agency Condition in respect thereof. An assignment
with such consent and satisfaction, if accepted by the assignee, shall bind the
assignee hereunder in the same manner as the Administrator is bound hereunder.
Notwithstanding the foregoing, this Agreement may be assigned by the
Administrator without the consent of the Issuer, the Owner Trustee or the
Indenture Trustee to a corporation or other organization that is a successor (by
merger, consolidation or purchase of assets) to the Administrator; provided that
such successor organization executes and delivers to the Issuer, the Owner
Trustee and the Indenture Trustee an agreement in which such corporation or
other organization agrees to be bound hereunder by the terms of said assignment
in the same manner as the Administrator is bound hereunder. Subject to the
foregoing, this Agreement shall bind any successors or assigns of the parties
hereto.

         14. GOVERNING LAW. This agreement shall be construed in accordance with
the laws of the State of New York, and the obligations, rights and remedies of
the parties hereunder shall be determined in accordance with such laws.

         15. 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.

         16. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which when so executed shall be an original, but all of which together shall
constitute but one and the same agreement.

         17. SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and any such prohibition


                                       11
<PAGE>   14
or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         18. NOT APPLICABLE TO WELLS FARGO IN OTHER CAPACITIES. Nothing in this
Agreement shall affect any right or obligation Wells Fargo may have in any other
capacity.

         19. LIMITATION OF LIABILITY OF OWNER TRUSTEE AND INDENTURE TRUSTEE.

         a. Notwithstanding anything contained herein to the contrary, this
instrument has been countersigned by Wilmington Trust Company not in its
individual capacity but solely in the capacity as Owner Trustee of the Issuer
and in no event shall Wilmington Trust Company in its individual capacity or any
beneficial owner of the Issuer have any liability for the representations,
warranties, covenants, agreements or other obligations of the Issuer hereunder,
as to all of which recourse shall be had solely to the assets of the Issuer. For
all purposes of this Agreement, in the performance of any duties or obligations
of the Issuer 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.

         b. Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by The Chase Manhattan Bank not in its
individual capacity but solely as Indenture Trustee and in no event shall The
Chase Manhattan Bank have any liability for the representations, warranties,
covenants, agreements or other obligations of the Issuer hereunder or in any of
the certificates, notices or agreements delivered pursuant hereto, as to all of
which recourse shall be had solely to the assets of the Issuer. For all purposes
of this Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Indenture Trustee shall be subject to, and entitled to the
benefits of, the terms and provisions of Article VI of the Indenture.

         20. THIRD-PARTY BENEFICIARY. The Owner Trustee and the Indenture
Trustee are third-party beneficiaries to this Agreement and are entitled to the
rights and benefits hereunder and may enforce the provisions hereof as if they
were parties hereto.

         21. NONPETITION COVENANTS.

         a. Notwithstanding any prior termination of this Agreement, the Seller,
the Administrator, the Owner Trustee and the Indenture Trustee shall not, prior
to the date which is one year and one day after the termination of this
Agreement with respect to the Issuer, acquiesce, petition join in, encourage or
otherwise invoke or cause the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Issuer 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 Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Issuer.

Notwithstanding any prior termination of this Agreement, the Issuer, the
Administrator, the Owner Trustee and the Indenture Trustee shall not, prior to
the date which is one year and one day after the termination of this Agreement
with respect to the Seller, acquiesce, petition join in,


                                       12
<PAGE>   15
encourage or otherwise invoke or cause the Seller to invoke the process of any
court or government authority for the purpose of commencing or sustaining a case
against the Seller 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 Seller or any substantial part of
their respective property, or ordering the winding up or liquidation of the
affairs of the Seller.


                                       13
<PAGE>   16
         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered as of the day and year first above written.

                                 WELLS FARGO AUTO TRUST 2001-A


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

                                 By:  /s/  James P. Lawler
                                    ---------------------------------
                                 Name:     James P. Lawler
                                 Title:    Vice President

                                 THE CHASE MANHATTAN BANK, not in its individual
                                 capacity but solely as Indenture Trustee


                                 By:  /s/  Jennifer H. Baran
                                    ---------------------------------
                                 Name:     Jennifer H. Baran
                                 Title:    Assistant Vice President


                                 WELLS FARGO BANK MINNESOTA, NATIONAL
                                 ASSOCIATION, as Administrator


                                 By:  /s/  Marianna C. Stershic
                                    ---------------------------------
                                 Name:     Marianna C. Stershic
                                 Title:    Vice-President

Acknowledged (for purposes
of Section 4):

WELLS FARGO BANK, NATIONAL
ASSOCIATION


By:  /s/  Richard MacFarlane
   ------------------------------
Name:     Richard MacFarlane
Title:    Vice President