<PAGE>   1

                                                                  EXECUTION COPY






                          SALE AND SERVICING AGREEMENT

                                      among

                          WELLS FARGO AUTO TRUST 2001-A

                                    as Issuer

                    WELLS FARGO AUTO RECEIVABLES CORPORATION

                                    as Seller

                     WELLS FARGO BANK, NATIONAL ASSOCIATION

                                   as Servicer

                                       and

                            THE CHASE MANHATTAN BANK

                              as Indenture Trustee

                            Dated as of May 16, 2001
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                                TABLE OF CONTENTS

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                                   ARTICLE I.
                                   DEFINITIONS

SECTION 1.1.          Definitions..............................................................       1
SECTION 1.2.          Other Interpretive Provisions............................................       1

                                   ARTICLE II.
                            CONVEYANCE OF RECEIVABLES

SECTION 2.1.          Conveyance of Receivables................................................       1

                                  ARTICLE III.
                                 THE RECEIVABLES

SECTION 3.1.          Representations and Warranties with respect to the Receivables...........       3
SECTION 3.2.          Repurchase upon Breach...................................................       3
SECTION 3.3.          Custodian of Receivable Files............................................       4

                                   ARTICLE IV.
                   ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 4.1.          Duties of Servicer.......................................................       7
SECTION 4.2.          Collection of Receivable Payments........................................       8
SECTION 4.3.          Realization upon Receivables.............................................       9
SECTION 4.4.          Physical Damage Insurance................................................       9
SECTION 4.5.          Maintenance of Security Interests in Financed Vehicles...................      10
SECTION 4.6.          Covenants of Servicer....................................................      10
SECTION 4.7.          Purchase of Receivables by Servicer upon Breach..........................      10
SECTION 4.8.          Servicing Fee............................................................      11
SECTION 4.9.          Servicer's Report........................................................      11
SECTION 4.10.         Annual Statement as to Compliance; Notice of Default.....................      12
SECTION 4.11.         Annual Independent Certified Public Accountants' Report..................      12
SECTION 4.12.         Access to Certain Documentation and Information Regarding Receivables....      13
SECTION 4.13.         Reports to the Commission................................................      13
SECTION 4.14.         Reports to the Rating Agencies...........................................      13
SECTION 4.15.         Servicer Expenses........................................................      13

                                   ARTICLE V.
                  DISTRIBUTIONS; DEMAND NOTE; RESERVE ACCOUNT;
                STATEMENTS TO CERTIFICATEHOLDERS AND NOTEHOLDERS

SECTION 5.1.          Establishment of Collection Account......................................      14
SECTION 5.2.          Collections..............................................................      16
SECTION 5.3.          [Reserved]...............................................................      16
SECTION 5.4.          Additional Deposits......................................................      16
SECTION 5.5.          Distributions............................................................      16
SECTION 5.6.          Statements to Certificateholders and Noteholders.........................      18
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                                TABLE OF CONTENTS
                                  (continued)
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SECTION 5.7.          Net Deposits.............................................................      19
SECTION 5.8.          Demand Note and Reserve Account..........................................      19

                                   ARTICLE VI.
                                     SELLER

SECTION 6.1.          Representations of Seller................................................      22
SECTION 6.2.          Continued Existence......................................................      23
SECTION 6.3.          Liability of Seller; Indemnities.........................................      24
SECTION 6.4.          Merger or Consolidation of, or Assumption of the Obligations of, Seller..      24
SECTION 6.5.          Limitation on Liability of Seller and Others.............................      25
SECTION 6.6.          Seller May Own Certificates or Notes.....................................      25
SECTION 6.7.          Security Interest........................................................      25
SECTION 6.8.          Indebtedness of Seller...................................................      25

                                  ARTICLE VII.
                                    SERVICER

SECTION 7.1.          Representations of Servicer..............................................      25
SECTION 7.2.          Indemnities of Servicer..................................................      27
SECTION 7.3.          Merger or Consolidation of, or Assumption of the Obligations of, Servicer      28
SECTION 7.4.          Limitation on Liability of Servicer and Others...........................      29
SECTION 7.5.          Wells Fargo Not To Resign as Servicer....................................      29
SECTION 7.6.          Existence................................................................      29
SECTION 7.7.          Servicer May Own Notes or Certificates...................................      29

                                  ARTICLE VIII.
                           SERVICER TERMINATION EVENTS

SECTION 8.1.          Servicer Termination Event...............................................      30
SECTION 8.2.          Appointment of Successor.................................................      31
SECTION 8.3.          Payment of Servicing Fee.................................................      32
SECTION 8.4.          Notification to Noteholders and Certificateholders.......................      32
SECTION 8.5.          Waiver of Past Defaults..................................................      32

                                   ARTICLE IX.
                                   TERMINATION

SECTION 9.1.          Optional Purchase of All Receivables; Termination Notice.................      32

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

SECTION 10.1.         Amendment................................................................      33
SECTION 10.2.         Protection of Title to Trust Property....................................      34
SECTION 10.3.         Notices..................................................................      36
SECTION 10.4.         Assignment...............................................................      37
SECTION 10.5.         Litigation and Indemnities...............................................      37
SECTION 10.6.         Limitations on Rights of Others..........................................      37
SECTION 10.7.         Severability.............................................................      37
SECTION 10.8.         Separate Counterparts....................................................      38
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                                TABLE OF CONTENTS
                                  (continued)
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SECTION 10.9.         Headings.................................................................      38
SECTION 10.10.        Governing Law............................................................      38
SECTION 10.11.        Assignment to Indenture Trustee..........................................      38
SECTION 10.12.        Nonpetition Covenant.....................................................      38
SECTION 10.13.        Limitation of Liability of Owner Trustee and Indenture Trustee...........      38
SECTION 10.14.        Further Assurances.......................................................      39
SECTION 10.15.        No Waiver; Cumulative Remedies...........................................      39
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                                    SCHEDULES

Schedule A  --  Schedule of Receivables
Schedule B  --  Location of Receivables

                                    EXHIBITS

Exhibit A   --  Form of Servicer's Report

Exhibit B   --  Form of Monthly Noteholder and Certificateholder Statement
Exhibit C   --  Form of Demand Note

                                    APPENDIX

Appendix X  --  Definitions


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<PAGE>   5
         SALE AND SERVICING AGREEMENT dated as of May 16, 2001 (this
"Agreement") among WELLS FARGO AUTO TRUST 2001-A, a New York common law trust
("Issuer"), WELLS FARGO AUTO RECEIVABLES CORPORATION, a Delaware corporation (in
its capacity as seller, "Seller"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a
national banking association organized under the laws of the United States of
America (in its capacity as servicer, "Servicer") and THE CHASE MANHATTAN BANK,
a New York banking corporation (in its capacity as indenture trustee, "Indenture
Trustee").

         WHEREAS, Issuer desires to purchase from Seller a portfolio of
receivables arising in connection with Motor Vehicle Loans, secured by new and
used automobiles and light trucks and originated or purchased from motor vehicle
dealers by Seller Affiliates and sold to Seller by Wells Fargo under the
Purchase Agreement;

         WHEREAS, Seller is willing to sell such receivables to Issuer; and

         WHEREAS, Servicer is willing to service such receivables.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:

                                   ARTICLE I.
                                   DEFINITIONS

         SECTION 1.1. Definitions. Capitalized terms are used in this Agreement
as defined in Appendix X to this Agreement.

         SECTION 1.2. Other Interpretive Provisions. For purposes of this
Agreement, unless the context otherwise requires: (a) 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 GAAP; (b) terms defined in Article 9 of the UCC as in effect in the
relevant jurisdiction and not otherwise defined in this Agreement are used as
defined in that Article; (c) 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; (d) references to any Article, Section,
Schedule, Appendix or Exhibit are references to Articles, Sections, Schedules,
Appendices 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; (e) the term "including" means "including without limitation"; (f)
except as otherwise expressly provided herein, 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; (g) references to any Person include
that Person's successors and assigns; and (h) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

                                   ARTICLE II.
                            CONVEYANCE OF RECEIVABLES

         SECTION 2.1. Conveyance of Receivables. In consideration of Issuer's
delivery to, or upon the order of, Seller of Notes and Certificates, in
aggregate principal amounts equal to the
<PAGE>   6
initial principal amounts of the Notes and the initial Certificate Percentage
Interests, respectively, Seller does hereby sell, transfer, assign, set over and
otherwise convey to Issuer, without recourse, subject to the obligations herein
(collectively, the "Trust Property"):

         (a) all right, title and interest of Seller in and to the Receivables,
and all moneys received thereon on or after the Cutoff Date;

         (b) all right, title and interest of Seller in the security interests
in the Financed Vehicles granted by Obligors pursuant to the Receivables and any
other interest of Seller in the Financed Vehicles and any other property that
shall secure the Receivables;

         (c) the interest of Seller in any proceeds with respect to the
Receivables from claims on any Insurance Policies covering Financed Vehicles or
the Obligors or from claims under any lender's single interest insurance policy
naming any Seller Affiliate as an insured;

         (d) rebates of premiums relating to Insurance Policies and rebates of
other items such as extended warranties financed under the Receivables, in each
case, to the extent the Servicer would, in accordance with its customary
practices, apply such amounts to the Principal Balance of the related
Receivable;

         (e) the interest of Seller in any proceeds from (i) any Receivable
repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach
of representation or warranty in the related Dealer Agreement, (ii) a default by
an Obligor resulting in the repossession of the Financed Vehicle under the
applicable Motor Vehicle Loan or (iii) any Dealer Recourse or other rights
relating to the Receivables under Dealer Agreements;

         (f) all right, title and interest in all funds on deposit from time to
time in the Certificate Distribution Account and the Trust Accounts, and in all
investments and proceeds thereof (but excluding all investment income thereon);

         (g) all right, title and interest of Seller under the Purchase
Agreement, including the right of Seller to cause a Seller Affiliate to
repurchase Receivables from Seller pursuant to the Purchase Agreement;

         (h) all right, title and interest of Seller under the Demand Note;

         (i) all right, title and interest of Seller in any instrument or
document relating to the Receivables; and

         (j) the proceeds of any and all of the foregoing.

         The sale, transfer, assignment, setting over and conveyance made
hereunder shall not constitute and is not intended to result in an assumption by
Issuer of any obligation of any Seller Affiliates to the Obligors, the Dealers
or any other Person in connection with the Receivables and the other assets and
properties conveyed hereunder or any agreement, document or instrument related
thereto.


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<PAGE>   7
         In connection with the foregoing conveyance, the Seller, on the Closing
Date, shall deliver to the Indenture Trustee, as the nominee of the Issuer, the
original of the Demand Note, duly endorsed to the order of the Indenture
Trustee.

                                  ARTICLE III.
                                 THE RECEIVABLES

         SECTION 3.1. Representations and Warranties with respect to the
Receivables.

         (a) Wells Fargo has made the representations and warranties set forth
in Section 3.3 of the Purchase Agreement, and has consented to the assignment by
Seller to Issuer of Seller's rights with respect thereto. Pursuant to Section
2.1 of this Agreement, Seller has transferred to Issuer all of Seller's right,
title and interest in, to and under the Purchase Agreement, including the
representations and warranties of Wells Fargo therein, upon which Issuer relies
in accepting the Receivables, together with all rights of Seller with respect to
any breach thereof, including the right to require Wells Fargo to purchase
Receivables in accordance with the Purchase Agreement.

         (b) Seller hereby makes the following representations and warranties as
to each Receivable conveyed by it to Issuer hereunder on which Issuer shall rely
in acquiring the Receivables. Unless otherwise indicated, such representations
and warranties shall speak as of the Closing Date, but shall survive the
transfer and assignment of the Receivables to Issuer and the pledge thereof to
Indenture Trustee pursuant to the Indenture.

                  (i) Good Title. It is the intention of Seller that the
         transfer and assignment herein contemplated constitute a sale of the
         Receivables from Seller to Issuer and that the beneficial interest in
         and title to the Receivables not be part of Seller's estate in the
         event of the filing of a bankruptcy petition by or against Seller under
         any bankruptcy law. No Receivable has been sold, transferred, assigned,
         or pledged by Seller to any Person other than Issuer. Immediately prior
         to the transfer and assignment herein contemplated, Seller had good and
         marketable title to the Receivable free and clear of any Lien and had
         full right and power to transfer and assign the Receivable to Issuer
         and immediately upon the transfer and assignment of the Receivable to
         Issuer, Issuer shall have good and marketable title to the Receivable,
         free and clear of any Lien; and Issuer's interest in the Receivable
         resulting from the transfer has been perfected under the UCC.

                  (ii) No Assignment. As of the Closing Date, Seller shall not
         have taken any action to convey any right to any Person that would
         result in such Person having a right to payments received under the
         Insurance Policies or Dealer Agreements, or payments due under the
         Receivable, that is senior to, or equal with, that of Issuer.

                  (iii) Marking Records. By the Closing Date, Seller shall have
         caused the portions of Seller's electronic master record of Motor
         Vehicle Loans relating to the Receivables to be clearly and
         unambiguously marked to show that the Receivables are owned by Issuer
         in accordance with the terms of this Agreement.

         SECTION 3.2. Repurchase upon Breach. Seller, Servicer, Indenture
Trustee or Owner Trustee, as the case may be, shall inform the other parties to
this Agreement promptly, in writing,


                                       3
<PAGE>   8
upon the discovery (or, with respect to the Indenture Trustee or Owner Trustee,
upon actual knowledge of a Responsible Officer) of any breach or failure to be
true of the representations or warranties made by Wells Fargo in Section 3.3 of
the Purchase Agreement or made by Seller in Section 3.1, provided that the
failure to give such notice shall not affect any obligation of Wells Fargo or
Seller, as applicable. If the breach or failure shall not have been cured by the
last day of the Collection Period which includes the 60th day (or if Wells Fargo
or Seller, as applicable, elects, the 30th day) after the date on which Seller
becomes aware of, or receives written notice from Owner Trustee, Indenture
Trustee or Servicer of, such breach or failure, and such breach or failure
materially and adversely affects the interests of Issuer and the Holders in any
Receivable, Wells Fargo or Seller, as applicable, shall repurchase each such
affected Receivable from Issuer as of such last day of such Collection Period at
a purchase price equal to the Purchase Amount for such Receivable as of such
last day of such Collection Period, which amount shall be deposited in the
Collection Account, and, with respect to breaches of any representation or
warranty made by Wells Fargo in Section 3.3 of the Purchase Agreement, Seller
shall enforce the obligation of Wells Fargo under the Purchase Agreement to
purchase the affected Receivables. Notwithstanding the foregoing, any such
breach or failure with respect to the representations and warranties contained
in Section 3.1 will not be deemed to have such a material and adverse effect
with respect to a Receivable if the facts resulting in such breach or failure do
not affect the ability of Issuer to receive and retain payment in full on such
Receivable. In consideration of the repurchase of a Receivable hereunder, Seller
shall remit the Purchase Amount of such Receivable, no later than the close of
business on the next Deposit Date, in the manner specified in Section 5.4. The
sole remedy (except as provided in Section 4.2 of the Purchase Agreement and
Section 6.3 of this Agreement) of Issuer, the Owner Trustee, the Indenture
Trustee or the Holders with respect to a breach or failure to be true of the
representations or warranties made by Seller pursuant to Section 3.1 shall be to
require Seller to repurchase Receivables pursuant to this Section; provided,
that this Section shall not limit the right of the Servicer, Owner Trustee or
Indenture Trustee to enforce (or cause Seller to enforce) the obligation of
Wells Fargo pursuant to the Purchase Agreement.

                  With respect to all Receivables repurchased pursuant to this
Section 3.2, Issuer shall assign to Wells Fargo or Seller, as applicable,
without recourse, all of Issuer's right, title and interest in and to such
Receivables and all security and documents relating thereto.

         SECTION 3.3. Custodian of Receivable Files.

         (a) Custody. To assure uniform quality in servicing the Receivables and
to reduce administrative costs, Issuer, upon the execution and delivery of this
Agreement, revocably appoints Custodian, as agent, and Custodian accepts such
appointment, to act as agent on behalf of Issuer to maintain custody of the
following documents or instruments, which are hereby constructively delivered to
Issuer with respect to each Receivable (collectively, a "Receivable File"):

                  (i) the fully executed original Receivable;

                  (ii) the original credit application, fully executed by the
         Obligor or a photocopy thereof, or a record thereof on a computer file,
         diskette or on microfiche;


                                       4
<PAGE>   9
                  (iii) the original certificate of title, or such other
         documents as Wells Fargo keeps on file, in accordance with its
         customary procedures, evidencing the security interest of the
         applicable Seller Affiliate in the Financed Vehicle;

                  (iv) originals or true copies of all documents, instruments or
         writings relating to extensions, amendments or waivers of the
         Receivable or a photocopy thereof, or a record thereof on a computer
         file, diskette or on microfiche; and

                  (v) any and all other documents or electronic records that
         Wells Fargo or Servicer, as the case may be, keeps on file, in
         accordance with its customary procedures, relating to the Receivable,
         any Insurance Policies, the Obligor or the Financed Vehicle.

         (b) Safekeeping. Servicer, in its capacity as Custodian, shall hold the
Receivable Files as agent on behalf of Issuer and maintain such accurate and
complete accounts, records and computer systems pertaining to each Receivable as
shall enable Servicer and Issuer to comply with the terms and provisions of this
Agreement applicable to them. In performing its duties as Custodian hereunder,
Custodian shall act with reasonable care, exercising the degree of skill,
attention and care that Custodian exercises with respect to receivable files
relating to other similar motor vehicle loans owned and/or serviced by Custodian
and that is consistent with industry standards. In accordance with its customary
practice with respect to its retail installment sale contracts, Custodian shall
conduct, or cause to be conducted, periodic audits of the Receivable Files held
by it under this Agreement, and of the related accounts, records, and computer
systems, and shall maintain the Receivable Files in such a manner as shall
enable Owner Trustee and the Indenture Trustee to verify, if Owner Trustee or
Indenture Trustee so elects, the accuracy of the record keeping of Custodian.
Custodian shall promptly report to Owner Trustee any failure on its part to hold
the Receivable Files and maintain its accounts, records and computer systems as
herein provided, and promptly take appropriate action to remedy any such
failure. Custodian hereby acknowledges receipt of the Receivable File for each
Receivable listed on the Schedule of Receivables. Nothing herein shall be deemed
to require Issuer, Owner Trustee or Indenture Trustee to verify the accuracy of
the record keeping of the Custodian.

         (c) Maintenance of and Access to Records. Custodian shall maintain each
Receivable File at the location specified in Schedule B to this Agreement, or at
such other office of Custodian within the United States (or, in the case of any
successor Custodian, within the State in which its principal place of business
is located) as shall be specified to Issuer by 30 days' prior written notice.
Custodian shall make available to Owner Trustee, Indenture Trustee and their
respective agents (or, when requested in writing by Owner Trustee or Indenture
Trustee, their respective attorneys or auditors) the Receivable Files and the
related accounts, records and computer systems maintained by Custodian at such
times as Owner Trustee or Indenture Trustee shall instruct for purposes of
inspecting, auditing or making copies of abstracts of the same, but only upon
two (2) Business Days prior notice and during the normal business hours at the
respective offices of Custodian.

         (d) Release of Documents. Upon written instructions from Indenture
Trustee (or, if no Notes are then Outstanding, Owner Trustee), Custodian shall
release any document in the Receivable Files to Indenture Trustee or Owner
Trustee or its respective agent or designee, as the


                                       5
<PAGE>   10
case may be, at such place or places as Indenture Trustee or Owner Trustee may
designate, as soon thereafter as is practicable. Any document so released shall
be handled by Indenture Trustee or Owner Trustee with due care and returned to
Custodian for safekeeping as soon as Indenture Trustee or Owner Trustee or its
respective agent or designee, as the case may be, shall have no further need
therefor.

         (e) Title to Receivables. Custodian agrees that, in respect of any
Receivable File held by Custodian hereunder, Custodian will not at any time have
or in any way attempt to assert any interest in such Receivable File or the
related Receivable, other than solely for the purpose of collecting or enforcing
the Receivable for the benefit of Issuer and that the entire equitable interest
in such Receivable and the related Receivable File shall at all times be vested
in Issuer.

         (f) Instructions; Authority to Act. Custodian shall be deemed to have
received proper instructions with respect to the Receivable Files upon its
receipt of written instructions signed by an Authorized Officer of Indenture
Trustee or Owner Trustee, as applicable. A certified copy of excerpts of certain
resolutions of the Board of Directors of Indenture Trustee or Owner Trustee, as
applicable, shall constitute conclusive evidence of the authority of any such
Authorized Officer to act and shall be considered in full force and effect until
receipt by Custodian of written notice to the contrary given by Indenture
Trustee or Owner Trustee, as applicable.

         (g) Custodian's Indemnification. Subject to Section 10.5, Custodian
shall indemnify and hold harmless Issuer, Owner Trustee (individually and in its
capacity as such) and Indenture Trustee (individually and in its capacity as
such), and each of their respective officers, directors, employees and agents
and the Holders from and against any and all liabilities, obligations, losses,
compensatory damages, payments, costs or expenses (including reasonable legal
fees and expenses, if any) of any kind whatsoever that may be imposed on,
incurred or asserted against Issuer, Owner Trustee, Indenture Trustee or the
Holders as the result of any failure of Custodian to perform its obligations
hereunder or any negligent act or omission of Custodian relating to the
maintenance and custody of the Receivable Files; provided that Custodian shall
not be liable hereunder to the Owner Trustee or Indenture Trustee to the extent
that such liabilities, obligations, losses, compensatory damages, payments,
costs or expenses result from the willful misfeasance, bad faith or negligence
of Owner Trustee or Indenture Trustee, as the case may be. Indemnification under
this subsection (g) shall survive termination of this Agreement and the
resignation or removal of Owner Trustee or Indenture Trustee, as the case may
be. If Custodian shall have made any indemnity payments to Owner Trustee or
Indenture Trustee pursuant to this Section and Owner Trustee or Indenture
Trustee thereafter shall collect any of such amounts from Persons other than
Custodian, Owner Trustee or Indenture Trustee, as the case may be, shall, as
soon as practicable following such receipt thereof, repay such amounts to
Custodian, without interest.

         (h) Effective Period and Termination. Servicer's appointment as
Custodian shall become effective as of the Cutoff Date and shall continue in
full force and effect until terminated pursuant to this subsection (h). If
Servicer shall resign as Servicer in accordance with Section 7.5 or if all of
the rights and obligations of Servicer shall have been terminated under Section
8.1, the appointment of Servicer as Custodian hereunder may be terminated by the
Owner Trustee or Indenture Trustee or by the Holders of Notes evidencing not
less than 25% of the


                                       6
<PAGE>   11
aggregate Outstanding Amount of the Notes of the Controlling Note Class (or, if
no Notes are then Outstanding, the Holders of Certificates representing not less
than 50% of the Certificate Percentage Interests), in each case in the same
manner as Owner Trustee or Indenture Trustee or such Holders may terminate the
rights and obligations of Servicer under Section 8.1. The Indenture Trustee, or,
if no Notes are then Outstanding, the Owner Trustee at the direction of Holders
of Certificates evidencing not less than 50% of the Certificate Percentage
Interests, may terminate Servicer's appointment as Custodian hereunder at any
time with cause. As soon as practicable after any termination of such
appointment Servicer shall deliver, or cause to be delivered, the Receivable
Files to Indenture Trustee or Owner Trustee, as applicable, or its respective
agent or designee at such place or places as Indenture Trustee or Owner Trustee,
as applicable, may reasonably designate. Notwithstanding any termination of
Servicer as Custodian hereunder (other than in connection with a termination
resulting from the termination of Servicer, as such, pursuant to Section 8.1),
from and after the date of such termination, and for so long as Servicer is
acting as such pursuant to this Agreement, Indenture Trustee shall provide, or
cause the successor Custodian to provide, access to the Receivable Files to
Servicer, at such times as Servicer shall reasonably request, for the purpose of
carrying out its duties and responsibilities with respect to the servicing of
the Receivables hereunder.

         (i) Delegation. Custodian may, at any time without notice or consent,
delegate any or all of its duties under the Basic Documents to any Affiliate;
provided that no such delegation shall relieve Custodian of its responsibility
with respect to such duties and Custodian shall remain obligated and liable to
Issuer and the Holders for its duties hereunder as if Custodian alone were
performing such duties.

                                   ARTICLE IV.
                   ADMINISTRATION AND SERVICING OF RECEIVABLES

         SECTION 4.1. Duties of Servicer.

         (a) (i) Servicer is hereby authorized to act as agent for Issuer and in
such capacity shall manage, service, administer and make collections on the
Receivables (other than Purchased Receivables), and perform the other actions
required by Servicer under this Agreement, with reasonable care. Without
limiting the standard set forth in the preceding sentence, Servicer shall use a
degree of skill, attention and care that is not less than Servicer exercises
with respect to comparable Motor Vehicle Loans that it services for itself or
others and that is consistent with prudent industry standards. Servicer's duties
shall include the collection and posting of all payments, responding to
inquiries by Obligors on the Receivables, or by federal, state or local
governmental authorities, investigating delinquencies, sending payment coupons
or monthly invoices to Obligors, reporting required tax information to Obligors,
accounting for Collections, furnishing monthly and annual statements to Owner
Trustee and Indenture Trustee with respect to distributions, providing
collection and repossession services in the event of Obligor default and
performing the other duties specified herein.

         (ii) Without limiting the generality of the foregoing, Servicer is
hereby authorized and empowered by Issuer to execute and deliver, on behalf of
itself, Indenture Trustee, Issuer, Owner Trustee and the Holders, any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Receivables
or


                                       7
<PAGE>   12
to the Financed Vehicles, all in accordance with this Agreement; provided
that notwithstanding the foregoing, Servicer shall not, except pursuant to an
order from a court of competent jurisdiction, release an Obligor from payment of
any unpaid amount under any Receivable or waive the right to collect the unpaid
balance of any Receivable from the Obligor, except in connection with a de
minimis deficiency which Servicer would not attempt to collect in accordance
with its customary procedures. If Servicer shall commence a legal proceeding to
enforce a Receivable, Issuer shall thereupon be deemed to have automatically
assigned such Receivable to Servicer, which assignment shall be solely for
purposes of collection. Owner Trustee shall furnish Servicer with any powers of
attorney and other documents or instruments necessary or appropriate to enable
Servicer to carry out its servicing and administrative duties hereunder.

         (b) Servicer may, at any time without notice (except that Servicer
shall give written notice to each Rating Agency, the Indenture Trustee and the
Owner Trustee of any delegation outside the ordinary course of business or of a
substantial portion of its servicing business) or consent, delegate (i) any or
all duties under this Agreement to any Person that is an Affiliate of the
Seller, so long as Wells Fargo acts as Servicer, or (ii) specific duties to
sub-contractors who are in the business of performing such duties; provided that
no such delegation shall relieve Servicer of its responsibility with respect to
such duties and Servicer shall remain obligated and liable to Issuer, the
Indenture Trustee, the Owner Trustee and the Holders for servicing and
administering the Receivables in accordance with this Agreement as if Servicer
alone were performing such duties.

         (c) Servicer shall pay the Administrator the fee pursuant to the
Administration Agreement.

         SECTION 4.2. Collection of Receivable Payments.

         (a) Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Receivables as and when the
same shall become due, and otherwise act with respect to the Receivables, the
Physical Damage Insurance Policies, the Dealer Agreements and related property
in such manner as will, in the reasonable judgment of Servicer, maximize the
amount to be received by Issuer with respect thereto, in accordance with the
standard of care required by Section 4.1. Servicer shall be entitled to grant
extensions, rebates or adjustments on a Receivable, or amend or modify any
Receivable in accordance with its customary procedures if Servicer believes in
good faith that such amendment or modification is in Issuer's best interests;
provided that Servicer may not, unless ordered by a court of competent
jurisdiction or otherwise required by applicable law, (i) extend a Receivable
beyond the Collection Period preceding the latest final scheduled Payment Date
of any Notes issued under the Indenture or (ii) reduce the Principal Balance or
Contract Rate of any Receivable. If Servicer fails to comply with the provisions
of the preceding sentence, Servicer shall be required to purchase the Receivable
or Receivables affected thereby, for the Purchase Amount, in the manner
specified in Section 4.7 as of the last day of the Collection Period in which
such failure occurs. Servicer may, in its discretion (in accordance with its
customary standards, policies and procedures), waive any prepayment charge, late
payment charge, extension fee or any other fee that may be collected in the
ordinary course of servicing a Receivable.


                                       8
<PAGE>   13
         (b) If in the course of collecting payments under the Receivables,
Servicer determines to set off any obligation of Servicer to an Obligor against
an amount payable by the Obligor with respect to such Receivable, Servicer shall
deposit the amount so set off in the Collection Account, no later than the close
of business on the Deposit Date for the Collection Period in which the set-off
occurs. All references herein to payments or Liquidation Proceeds collected by
Servicer shall include amounts set-off by Servicer.

         SECTION 4.3. Realization upon Receivables. On behalf of Issuer,
Servicer shall charge off a Receivable in accordance with its customary
standards (and, in no event later than the end of the Collection Period during
which any payment on a Receivable shall have become 120 days past due) and shall
use reasonable efforts, consistent with its customary standards, to repossess
and liquidate the Financed Vehicle securing any Defaulted Receivable as soon as
feasible after such Receivable becomes a Defaulted Receivable, in accordance
with the standard of care required by Section 4.1. In taking such action,
Servicer shall follow such customary and usual practices and procedures as it
shall deem necessary or advisable in its servicing of Motor Vehicle Loans, and
as are otherwise consistent with the standard of care required under Section
4.1, which shall include exercising any rights under the Dealer Agreements and
selling the Financed Vehicle at public or private sale. Servicer shall be
entitled to recover all reasonable expenses incurred by it in the course of
repossessing and liquidating a Financed Vehicle into cash proceeds or pursuing
any deficiency claim against the related Obligor, but only out of the cash
proceeds of such Financed Vehicle or any deficiency obtained from the Obligor.
The foregoing shall be subject to the provision that, in any case in which a
Financed Vehicle shall have suffered damage, Servicer shall not expend funds in
connection with the repair or the repossession of such Financed Vehicle unless
it shall determine in its discretion that such repair and/or repossession will
increase the Liquidation Proceeds of the related Receivable by an amount equal
to or greater than the amount of such expenses.

         If Servicer elects to commence a legal proceeding to enforce a Dealer
Agreement, the act of commencement shall be deemed to be an automatic assignment
from Issuer to Servicer of the rights under such Dealer Agreement. Such
assignment shall be solely for purposes of collection. If, however, in any
enforcement suit or legal proceeding, it is held that Servicer may not enforce a
Dealer Agreement on the grounds that it is not a real party in interest or a
Person entitled to enforce the Dealer Agreement, Owner Trustee, on behalf of
Issuer and the Indenture Trustee, subject to the Indenture, at Servicer's
expense, or Seller, at Servicer's expense, shall take such steps as Servicer
deems necessary to enforce the Dealer Agreement, including bringing suit in
Issuer's name or the name of Owner Trustee or Indenture Trustee.

         SECTION 4.4. Physical Damage Insurance.

         (a) The Receivables require that each Financed Vehicle be insured under
a Physical Damage Insurance Policy. If Servicer receives notice that an Obligor
has failed to obtain or maintain a Physical Damage Insurance Policy covering the
related Financed Vehicle, Servicer shall use reasonable efforts in accordance
with its customary servicing procedures to enforce the rights of the holder of
the Receivable under the Receivable to require the Obligor to obtain such
physical damage insurance, provided that Servicer shall not be required to take
such actions if there is in place a lender's single interest policy with respect
to the related Financed Vehicle that complies with Servicer's customary
requirements.


                                       9
<PAGE>   14
         (b) Servicer may sue to enforce or collect upon the Physical Damage
Insurance Policies, in its own name, if possible, or as agent for Issuer. If
Servicer elects to commence a legal proceeding to enforce a Physical Damage
Insurance Policy, the act of commencement shall be deemed to be an automatic
assignment of the rights of Issuer under such Physical Damage Insurance Policy
to Servicer for purposes of collection only. If, however, in any enforcement
suit or legal proceeding it is held that Servicer may not enforce a Physical
Damage Insurance Policy on the grounds that it is not a real party in interest
or a holder entitled to enforce the Physical Damage Insurance Policy, Owner
Trustee, on behalf of Issuer and the Indenture Trustee, subject to the
Indenture, at Servicer's expense and written direction, or Seller, at Servicer's
expense, shall take such steps as Servicer deems necessary to enforce such
Physical Damage Insurance Policy, including bringing suit in Issuer's name or
the name of Owner Trustee or Indenture Trustee. Servicer shall make all claims
and enforce its rights under any lender's single interest insurance policy (to
the extent such claims or rights relate to Receivables) for the benefit of the
Issuer and shall treat as Collections all related proceeds of such policies.

         SECTION 4.5. Maintenance of Security Interests in Financed Vehicles.
Servicer, in accordance with the standard of care required under Section 4.1,
shall take such reasonable steps as are necessary and as are consistent with its
customary business practices to maintain perfection of the security interest
created by each Receivable in the related Financed Vehicle for the benefit of
Issuer and the Indenture Trustee. Issuer hereby authorizes Servicer, and
Servicer hereby agrees, to take such reasonable steps as are necessary and as
are consistent with its customary business practices to re-perfect such security
interest on behalf of Issuer in the event Servicer receives notice of the
relocation of a Financed Vehicle out of one state to another.

         SECTION 4.6. Covenants of Servicer. Servicer makes the following
covenants on which Issuer relies in acquiring the Receivables:

         (a) Security Interest to Remain in Force. Servicer shall not release
any Financed Vehicle from the security interest granted by the related
Receivable in whole or in part, except upon payment in full of the Receivable,
release of such security interest to the insurance company in connection with a
total loss claim under a Physical Damage Insurance Policy or as otherwise
contemplated herein.

         (b) No Impairment. Servicer shall not impair in any material respect
the rights of the Issuer or the Holders in the Receivables, the Dealer
Agreements or the Physical Damage Insurance Policies or, subject to clause (c),
otherwise amend or alter the terms thereof if, as a result of such amendment or
alteration, the interests of Issuer and the Holders hereunder would be
materially adversely affected.

         (c) Amendments. Servicer shall not amend or otherwise modify any
Receivable (including the grant of any extension thereunder), except in
accordance with Section 4.2.

         SECTION 4.7. Purchase of Receivables by Servicer upon Breach. Seller,
Servicer, Indenture Trustee or Owner Trustee, as the case may be, shall inform
the other parties promptly, in writing, upon the discovery (or, in the case of
the Indenture Trustee or Owner Trustee, upon actual knowledge of a Responsible
Officer) of any breach by Servicer of its covenants under Section 4.5 or 4.6
hereof; provided that the failure to give such notice shall not affect any


                                       10
<PAGE>   15
obligation of Servicer. Unless the breach shall have been cured by the last day
of the Collection Period which includes the 60th day (or the 30th day, if
Servicer so elects) after the date on which Servicer becomes aware of, or
receives written notice of, such breach, and such breach materially and
adversely affects the interests of Issuer and the Holders in any Receivable,
Servicer shall purchase such Receivable from Issuer as of the last day of the
Collection Period at a purchase price equal to the Purchase Amount for such
Receivable as of the last day of such Collection Period; provided that in the
case of a breach of the covenant contained in Section 4.6(c), Servicer shall be
obligated to purchase the affected Receivable or Receivables on the Business Day
preceding the Deposit Date immediately succeeding the Collection Period during
which Servicer becomes aware of, or receives written notice of, such breach. In
consideration of the purchase of a Receivable hereunder, Servicer shall remit
the Purchase Amount of such Receivable in the manner specified in Section 5.4.
The sole remedy (except as provided in Section 7.2) of Issuer, Owner Trustee,
Indenture Trustee or the Holders against Servicer with respect to a breach
pursuant to Section 4.5 or 4.6 shall be to require Servicer to repurchase
Receivables pursuant to this Section.

                  With respect to all Receivables purchased pursuant to this
Section 4.7, Issuer shall assign to Servicer, without recourse, representation
or warranty, all of Issuer's right, title and interest in and to such
Receivables and all security and documents relating thereto.

         SECTION 4.8. Servicing Fee. The servicing fee for each Payment Date
shall equal the product of (i) one-twelfth, (ii) the Servicing Fee Rate and
(iii) the Pool Balance as of the opening of business on the first day of the
related Collection Period (the "Servicing Fee"). Servicer shall also be entitled
to retain any late fees, extension fees, prepayment charges and certain non-
sufficient funds charges and other administrative fees or similar charges
allowed by applicable law with respect to Receivables collected (from whatever
source) on the Receivables (collectively, the "Supplemental Servicing Fee"). It
is understood and agreed that (i) the Servicer shall charge the Obligor for the
cost of any Physical Damage Insurance Policy which it has purchased by
amortizing the cost of such insurance over the term of such Physical Damage
Insurance Policy, (ii) Collections in respect of the related Receivable shall be
allocated to the Trust and the Servicer pro rata based on the ratio of the
monthly payment due on such Receivable immediately prior to such increase to the
monthly amount owed to the Servicer in respect of such insurance and (iii) the
Servicer shall retain for its own account the amount allocated to it pursuant to
clause (ii) above. It is understood and agreed that Available Collections shall
not include any amounts retained by Servicer which constitute Supplemental
Servicing Fees or reimbursement for the Servicer's purchase of a Physical Damage
Insurance Policy. The Servicing Fee in respect of a Collection Period (together
with any portion of the Servicing Fee that remains unpaid from prior Payment
Dates), if the Rating Agency Condition is satisfied, may be paid at the
beginning of such Collection Period out of Collections for such Collection
Period.

         SECTION 4.9. Servicer's Report.

         (a) On or before each Determination Date, Servicer shall deliver to
Owner Trustee, Indenture Trustee, each Paying Agent and Seller, with a copy to
the Rating Agencies, a Servicer's Report for the immediately preceding
Collection Period, substantially in the form of Exhibit A, containing all
information necessary to make the transfers and distributions pursuant


                                       11
<PAGE>   16
to Sections 5.4 and 5.5 (including amounts required to be transferred from the
Reserve Account to the Collection Account) for the Collection Period preceding
the date of such Servicer's Report, together with all information necessary for
the Owner Trustee to send statements to Certificateholders pursuant to Section
5.6 and Indenture Trustee to send copies of statements received by the Indenture
Trustee to Noteholders pursuant to the Indenture and Section 5.6 of this
Agreement. Receivables to be purchased by Servicer or to be repurchased by Wells
Fargo shall be identified by Servicer by account number with respect to such
Receivable (as specified in the Schedule of Receivables).

         (b) Servicer shall provide Indenture Trustee with a database file for
the Receivables at or prior to the Closing Date (but with information as of the
close of business on the Cutoff Date).

         SECTION 4.10. Annual Statement as to Compliance; Notice of Default.

         (a) Servicer shall deliver to Owner Trustee, Indenture Trustee and each
Rating Agency, on or before May 31 of each year beginning on May 31, 2002, an
Officer's Certificate, dated as of December 31 of the preceding year, stating
that (i) a review of the activities of Servicer during the preceding 12- month
period (or, in the case of the first such report, during the period from the
Closing Date to December 31, 2001) and of its performance under this Agreement
has been made under such officer's supervision and (ii) to the best of such
officer's knowledge, based on such review, Servicer has fulfilled all its
obligations in all material respects under this Agreement throughout such year
or, if there exists any uncured default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof. A copy of such certificate and the report referred to in
Section 4.11 may be obtained by any Noteholder by a request in writing to
Indenture Trustee addressed to the Corporate Trust Office.

         (b) Servicer shall deliver to Owner Trustee, Indenture Trustee and the
Rating Agencies, promptly after having obtained knowledge thereof, but in no
event later than five (5) Business Days thereafter, written notice in an
Officer's Certificate of any event which constitutes, or with the giving of
notice or lapse of time, or both, would become a Servicer Termination Event
under Section 8.1.

         SECTION 4.11. Annual Independent Certified Public Accountants' Report.
(a) The Servicer shall cause a firm of independent certified public accountants
(who may also render other services to the Servicer or Seller) to deliver to the
Seller, Owner Trustee, Indenture Trustee and each Rating Agency on or before May
31 of each year beginning on May 31, 2002, a report to the effect that, as to
objectively determinable matters, such firm has examined the Servicer's
assertion that it has fulfilled its obligations in all material respects under
this Agreement for the twelve months ended December 31 of the preceding year
(or, in the case of the first such certificate, from the Closing Date until
December 31, 2001 set forth in the Officer's Certificate delivered pursuant to
Section 4.10(a), and that (i) such examination was made in accordance with the
standards established by the American Institute of Certified Public Accountants,
(ii) except as described in the report, the assertions in the Officer's
Certificate are, as to objectively determinable matters, fairly stated in all
material respects and (iii) that the firm is independent of


                                       12
<PAGE>   17
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

         (b) In the event such firm requires the Indenture Trustee or Owner
Trustee to agree to the procedures performed by such firm, Servicer shall direct
the Indenture Trustee or Owner Trustee, as the case may be, in writing to so
agree; it being understood and agreed that the Indenture Trustee or Owner
Trustee, as the case may be, will deliver such letter of agreement in conclusive
reliance upon the direction of Servicer, and the Indenture Trustee or Owner
Trustee, as the case may be, need not make any independent inquiry or
investigation as to, and shall have no obligation or liability in respect of,
the sufficiency, validity or correctness of such procedures.

         SECTION 4.12. Access to Certain Documentation and Information Regarding
Receivables. Servicer shall provide to the Owner Trustee, Indenture Trustee,
Certificateholders, Noteholders, Bank Regulatory Authorities, and the
supervisory agents and examiners of Bank Regulatory Authorities access to the
Receivable Files, as to the latter in such cases where the Certificateholders,
Noteholders or Bank Regulatory Authorities shall be required by applicable
statutes or regulations to review such documentation as demonstrated by evidence
satisfactory to Servicer in its reasonable judgment. Access shall be afforded
without charge, but only upon reasonable request and during the normal business
hours at the respective offices of Servicer. Nothing in this Section shall
affect the obligation of Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors and the failure of Servicer to
provide access to information as a result of such obligation shall not
constitute a breach of this Section. Any Holder, by its acceptance of a
Certificate or Note, as applicable, shall be deemed to have agreed to keep any
information obtained by it pursuant to this Section confidential and not to use
such information for any other purpose, except as required by applicable law.

         SECTION 4.13. Reports to the Commission. Servicer shall, on behalf of
the Issuer, cause to be filed with the Commission any periodic reports required
to be filed under the provisions of the Exchange Act, and the rules and
regulations of the Commission thereunder. Seller shall, at its expense,
cooperate in any reasonable request made by Servicer in connection with such
filings.

         SECTION 4.14. Reports to the Rating Agencies. Servicer shall deliver to
each Rating Agency a copy of all reports or notices furnished or delivered
pursuant to this Article and a copy of any amendments, supplements or
modifications to this Agreement and any other information reasonably requested
by such Rating Agency to monitor this transaction.

         SECTION 4.15. Servicer Expenses. Except as otherwise provided herein,
Servicer shall be required to pay all expenses incurred by it in connection with
its activities hereunder, including fees and disbursements of the Owner Trustee,
Indenture Trustee, independent accountants, taxes imposed on Servicer and
expenses incurred in connection with distributions and reports to
Certificateholders and Noteholders.


                                       13
<PAGE>   18
                                   ARTICLE V.
             DISTRIBUTIONS; DEMAND NOTE; RESERVE ACCOUNT; STATEMENTS
                      TO CERTIFICATEHOLDERS AND NOTEHOLDERS

         SECTION 5.1. Establishment of Collection Account.

         (a) Servicer shall cause to be established:

                  (i) For the benefit of the Noteholders and the
         Certificateholders, in the name of Indenture Trustee, an Eligible
         Deposit Account (the "Collection Account"), bearing a designation
         clearly indicating that the funds deposited therein are held for the
         benefit of the Noteholders and the Certificateholders, which Eligible
         Deposit Account shall be established and maintained with the Indenture
         Trustee or its designee.

                  (ii) For the benefit of the Noteholders, in the name of
         Indenture Trustee, an Eligible Deposit Account (the "Note Distribution
         Account"), bearing a designation clearly indicating that the funds
         deposited therein are held for the benefit of the Noteholders, which
         shall be established and maintained with the Indenture Trustee or its
         designee.

                  (iii) An administrative subaccount within the Note
         Distribution Account at the Eligible Institution then maintaining the
         Note Distribution Account, which subaccount shall be designated the
         "Interest Distribution Subaccount." The Interest Distribution
         Subaccount is established and maintained solely for administrative
         purposes.

                  (iv) An administrative subaccount within the Note Distribution
         Account at the Eligible Institution then maintaining the Note
         Distribution Account, which subaccount shall be designated the
         "Principal Distribution Subaccount." The Principal Distribution
         Subaccount is established and maintained solely for administrative
         purposes.

         (b) Funds on deposit in the Collection Account, the Note Distribution
Account and the Reserve Account (collectively, the "Trust Accounts") shall be
invested by Indenture Trustee with respect to the Trust Accounts and by the
Owner Trustee with respect to the Certificate Distribution Account (or any
custodian with respect to funds on deposit in any such account) in Eligible
Investments selected in writing by Servicer and of which Servicer provides
notification (pursuant to standing instructions or otherwise); provided that it
is understood and agreed that neither Servicer, Indenture Trustee nor Owner
Trustee shall be liable for any loss arising from such investment in Eligible
Investments. All such Eligible Investments shall be held by or on behalf of
Indenture Trustee for the benefit of the Noteholders and the Certificateholders
or by Owner Trustee for the benefit of Certificateholders, as applicable. Funds
on deposit in the Trust Accounts shall be invested in Eligible Investments that
will mature so that such funds will be available at the close of business on the
Deposit Date preceding the next Payment Date; provided, that upon satisfaction
of the Rating Agency Condition and with the approval of the Indenture Trustee,
funds on deposit in the Trust Accounts may be invested in Eligible Investments
that mature on such Payment Date. No Eligible Investment shall be sold or
otherwise disposed of prior to its scheduled maturity unless a default occurs
with respect to such Eligible Investment and Servicer directs Indenture Trustee
in writing to dispose of such Eligible


                                       14
<PAGE>   19
Investment. Funds deposited in the Trust Accounts or Certificate Distribution
Account on a Deposit Date shall be invested overnight.

         (c) The Indenture Trustee shall possess all right, title and interest
in all funds on deposit from time to time in the Trust Accounts and in all
proceeds thereof (excluding investment income thereon as provided in Section
5.1(e)) and all such funds, investments and proceeds shall be part of the Owner
Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be
under the sole dominion and control of Indenture Trustee for the benefit of the
Noteholders and the Certificateholders; provided, however, the Indenture Trustee
shall not be charged with any obligation for the benefit of the
Certificateholders except as provided by the terms of this Agreement. If, at any
time, any of the Trust Accounts or the Certificate Distribution Account ceases
to be an Eligible Deposit Account, Indenture Trustee (or Servicer on its behalf)
or Owner Trustee, as applicable, shall within 10 Business Days (or such longer
period as to which each Rating Agency may consent) establish a new Trust Account
or Certificate Distribution Account, as applicable, as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new Trust
Account or new Certificate Distribution Account, as applicable. In connection
with the foregoing, Servicer agrees that, in the event that the Collection
Account is not an account with Indenture Trustee or its designee, Servicer shall
notify Indenture Trustee in writing promptly upon any of such Trust Accounts
ceasing to be an Eligible Deposit Account.

         (d) With respect to the Trust Account Property, Servicer and the
Indenture Trustee agree that:

                  (i) any Trust Account Property that is held in deposit
         accounts shall be held solely in Eligible Deposit Accounts and, except
         as otherwise provided herein, each such Eligible Deposit Account shall
         be subject to the exclusive custody and control of Indenture Trustee,
         and, except as otherwise provided in the Basic Documents, Indenture
         Trustee and its designee shall have sole signature authority with
         respect thereto;

                  (ii) any Trust Account Property that constitutes Physical
         Property shall be delivered to Indenture Trustee or its designee, in
         accordance with paragraph (a) of the definition of "Delivery" and shall
         be held, pending maturity or disposition, solely by Indenture Trustee
         or such designee, or a financial intermediary (as such term is defined
         in Section 8-313(4) of the UCC) acting solely for Indenture Trustee or
         such designee;

                  (iii) any Trust Account Property that is a book-entry security
         held through the Federal Reserve System pursuant to Federal book-entry
         regulations shall be delivered in accordance with paragraph (b) of the
         definition of "Delivery" and shall be maintained by Indenture Trustee
         or its designee of a financial intermediary (as such term is defined in
         Section 8-313(4) of the UCC) acting solely for Indenture Trustee or
         such designee, pending maturity or disposition, through continued
         book-entry registration of such Trust Account Property as described in
         such paragraph; and

                  (iv) any Trust Account Property that is an "uncertificated
         security" under Article 8 of the UCC and that is not governed by clause
         (iii) above shall be delivered to Indenture Trustee or its designee in
         accordance with paragraph (c) of the definition of



                                       15
<PAGE>   20
         "Delivery" and shall be maintained by Indenture Trustee or such
         designee, or a financial intermediary (as such term is defined in
         Section 8-313 (4) of the UCC) acting solely for Indenture Trustee or
         such designee, pending maturity or disposition, through continued
         registration of Indenture Trustee's (or its designee's) ownership of
         such security.

         (e) Investment earnings attributable to the Trust Account shall be held
by Indenture Trustee for the benefit of the Noteholders and the Seller.
Investment earnings attributable to the Trust Account Property shall be
available to pay the distributions provided for in Section 5.5.

Effective upon Delivery of any Trust Account Property, Servicer shall be deemed
to have represented that it has purchased such Trust Account Property for value,
in good faith and without notice of any adverse claim thereto.

         SECTION 5.2. Collections.

         (a) Servicer shall remit within two Business Days of receipt thereof to
the Collection Account all payments by or on behalf of the Obligors with respect
to the Receivables (other than any amounts constituting Supplemental Servicing
Fees) and all Liquidation Proceeds, both as collected during the Collection
Period. Notwithstanding the foregoing, if Wells Fargo is the Servicer and (i)
shall have the Required Rating or (ii) Indenture Trustee otherwise shall have
received written notice from each of the Rating Agencies that the then
outstanding rating on the Notes would not be lowered, qualified or withdrawn as
a result, Servicer may deposit all amounts referred to above for any Collection
Period into the Collection Account not later than 1:00 p.m. New York time on the
Deposit Date with respect to such Collection Period; provided that (i) if a
Servicer Termination Event has occurred and is continuing, (ii) Servicer has
been terminated as such pursuant to Section 8.1 or (iii) Servicer ceases to have
the Required Rating, Servicer shall deposit such amounts (including any amounts
then being held by Servicer) into the Collection Account as provided in the
preceding sentence. For purposes of this Article V the phrase "payments by or on
behalf of Obligors" shall mean payments made with respect to the Receivables by
Persons other than Servicer, Seller or any Seller Affiliate.

         (b) With respect to each Receivable (other than a Purchased
Receivable), collections and payments by or on behalf of the Obligor (other than
any amounts constituting Supplemental Servicing Fees) for each Collection Period
shall be applied to interest and principal in accordance with the Simple
Interest Method, as applied by Servicer. Any excess shall be applied to prepay
the Receivable.

         SECTION 5.3. [Reserved].

         SECTION 5.4. Additional Deposits. Servicer and Seller shall deposit or
cause to be deposited in the Collection Account the aggregate Purchase Amounts
with respect to Purchased Receivables and Seller or Servicer shall deposit
therein all amounts, if any, to be paid under Section 9.1. All such deposits
shall be made not later than 1:00 p.m. New York time on the Deposit Date
following the end of the related Collection Period.

         SECTION 5.5. Distributions.



                                       16
<PAGE>   21
                  (i) On or before 1:00 p.m. New York time on the Business Day
         immediately preceding the Deposit Date related to each Determination
         Date, Servicer shall instruct Indenture Trustee in writing (based on
         the information contained in the Servicer's Report delivered on the
         related Determination Date pursuant to Section 4.9) to make a demand
         under the Demand Note (or, if applicable to withdraw from the Reserve
         Account) and deposit in the Collection Account, and Indenture Trustee
         shall so deposit by 1:00 p.m. New York time on such Deposit Date, the
         Recourse Transfer Amount.

         (b) Subject to the last paragraph of this Section 5.5(b), on or before
1:00 p.m. New York time on the Business Day immediately preceding the Deposit
Date related to each Payment Date, Servicer shall instruct Indenture Trustee in
writing (based on the information contained in the Servicer's Report delivered
on the related Determination Date pursuant to Section 4.9) to make, and
Indenture Trustee shall make, the following deposits, distributions and payments
from the Collection Account by 1:00 p.m. (New York time) on such Payment Date,
to the extent of the Total Distribution Amount, in the following order of
priority:

                  (i) first, to the Servicer, the Servicing Fee and all accrued
         and unpaid Servicing Fees from prior Collection Periods;

                  (ii) second, to the Interest Distribution Subaccount, the
         Accrued Class A Note Interest;

                  (iii) third, to the Principal Distribution Subaccount, the
         First Priority Principal Distribution Amount, if any;

                  (iv) fourth, to the Interest Distribution Subaccount, the
         Accrued Class B Note Interest;

                  (v) fifth, to the Principal Distribution Subaccount, the
         Second Priority Distribution Amount, if any;

                  (vi) sixth, to the Interest Distribution Subaccount, the
         Accrued Class C Note Interest;

                  (vii) seventh, to the Principal Distribution Subaccount, the
         Regular Principal Distribution Amount, if any;

                  (viii) eighth, to the Certificate Distribution Account, the
         Total Distribution Amount, if any, remaining on deposit in the
         Collection Account.

         Notwithstanding any other provision of this Section 5.5, following the
occurrence and during the continuation of an Event of Default specified in
Section 5.1(a), 5.1(b), 5.1(d) or 5.1(e) of the Indenture, which has resulted in
an acceleration of the Notes, (or following the occurrence of any such event
after an Event of Default specified in Section 5.1(c) of the Indenture has
occurred and the Trust has been liquidated), the Servicer shall instruct the
Indenture Trustee at or before aforesaid time to transfer the funds on deposit
in the Collection Account pursuant to Section 5.4(b) of the Indenture. In the
event that the Collection Account is maintained with an


                                       17
<PAGE>   22
institution other than Indenture Trustee, the Servicer shall instruct and cause
such institution to make all deposits and distributions pursuant to this Section
5.5(b) on the related Deposit Date.

         (c) Indenture Trustee shall continue to perform its duties under this
Agreement after the Outstanding Amount of the Notes has been reduced to zero and
the Indenture has been discharged in accordance with its terms. The protections,
immunities and standard of care afforded the Indenture Trustee under the
Indenture shall apply to the performance of its duties hereunder.

         SECTION 5.6. Statements to Certificateholders and Noteholders. On each
Determination Date, Servicer shall provide to Indenture Trustee (with a copy to
each Rating Agency) written instructions for Indenture Trustee to forward to
each Noteholder of record, to each Paying Agent, if any, and to Owner Trustee or
Administrator for Owner Trustee or Administrator on its behalf to forward to
each Certificateholder of record, a statement substantially in the form of
Exhibit B setting forth at least the following information (based on the
information contained in the Servicer's Report delivered on the related
Determination Date pursuant to Section 4.9) as to the Notes and the Certificates
to the extent applicable:

         (a) the amount of such distribution allocable to principal of each
class of Notes;

         (b) the amount of such distribution allocable to interest on or with
respect to each class of Notes;

         (c) the Recourse Transfer Amount, if any, for such Payment Date, the
undrawn portion of the Demand Note and the balance of the Reserve Account (if
any) on such Payment Date, after giving effect to changes therein on such
Payment Date;

         (d) the amount of the Servicing Fee paid to Servicer with respect to
the related Collection Period and with respect to previously accrued and unpaid
Servicing Fees;

         (e) the Noteholders' Interest Carryover Shortfall, if any, in each case
as applicable to each class of Securities, and the change in such amounts from
the preceding statement;

         (f) the amount of any previously due and unpaid payment of principal on
the Notes, and the change in such amount from that of the prior Payment Date;

         (g) the aggregate outstanding principal balance of each class of the
Notes and the Note Pool Factor for each such class after giving effect to
payments allocated to principal reported under clause (a) above;

         (h) the aggregate Purchase Amounts paid by Seller or Servicer with
respect to the related Collection Period;

         (i) the Pool Balance as of the close of business on the last day of the
preceding Collection Period;

         (j) the number, and aggregate Principal Balance outstanding, of
Receivables past due 30-59, 60-89, 90-119 and 120 and over days;


                                       18
<PAGE>   23
         (k) the weighted average Contract Rates of the Receivables, weighted
based on the Principal Balance of each such Receivable as of the last day of the
related Collection Period;

         (l) the weighted average of the remaining term to maturity of the
Receivables, weighted based on the Principal Balance of each such Receivable as
of the last day of the related Collection Period;

         (m) the amount of the aggregate Principal Balances of any Receivables
that became Defaulted Receivables, if any, during such Collection Period;

         (n) the aggregate net losses on the Receivables incurred during the
period from the Cutoff Date to and including the last day of the related
Collection Period; and

         (o) the amount distributed to Certificateholders.

Each amount set forth pursuant to paragraph (a), (b), (e) or (f) above relating
to the Notes shall be expressed as a dollar amount per $1,000 of the initial
principal balance of the Notes (or Class thereof).

         SECTION 5.7. Net Deposits. As an administrative convenience, unless
Servicer is required to remit Collections within two Business Days of receipt
thereof, Servicer will be permitted to make the deposit of Collections and
Purchase Amounts for or with respect to the Collection Period net of
distributions to be made to Servicer with respect to the Collection Period.
Servicer, however, will account to Owner Trustee, Indenture Trustee, the
Noteholders and the Certificateholders as if all deposits, distributions and
transfers were made individually.

         SECTION 5.8. Demand Note and Reserve Account.

         (a) Seller shall establish and maintain in the name of the Indenture
Trustee, as secured party of Wells Fargo Auto Receivables Corporation and agent
for the Issuer and the Noteholders, an Eligible Deposit Account (the "Reserve
Account"). The Reserve Account and any amounts therein shall not be property of
Issuer, but shall be pledged to the Indenture Trustee and held for the benefit
of the Noteholders and Certificateholders. The Reserve Account shall be
initially established and maintained with the Indenture Trustee or its designee
(the "Securities Intermediary"). The Reserve Account will be initially unfunded,
and monies will be deposited therein only under the circumstances described in
the next paragraph.

         (b) If the short-term unsecured debt rating of Wells Fargo Bank,
National Association, falls below A-1+ by Standard & Poor's or its long-term
unsecured debt rating falls below A1 by Moody's, then the Servicer must notify
the Indenture Trustee of such fact and instruct the Indenture Trustee to demand
payment of the entire undrawn amount of the Demand Note and deposit such payment
into the Reserve Account.

         (c) In order to provide for the prompt payment to the Holders and to
assure availability of the amounts available under the Demand Note and, if
applicable, maintained in the Reserve Account:


                                       19
<PAGE>   24
                  (i) Seller, on behalf of itself and its successors and
         assigns, and solely for the purpose of providing for payment of the
         distributions provided for in Section 5.5 hereby grants a security
         interest in and pledges to Indenture Trustee and its successors and
         assigns, as agent for the benefit of Issuer, the Noteholders and the
         Certificateholders, all of its right, title and interest in and to the
         Demand Note and the Reserve Account, subject, however, to the
         limitations set forth in this Agreement, and all proceeds of the
         foregoing, including all securities, investments, general intangibles,
         financial assets and investment property from time to time credited to
         and any security entitlement to the Reserve Account; and

                  (ii) Seller hereby grants a security interest and pledges to
         Indenture Trustee and its successors and assigns as agent for the
         benefit of the Issuer, the Noteholders and the Certificateholders, the
         amounts, if any, on deposit in the Reserve Account and all proceeds
         thereof; and solely for the purpose of providing for payment of the
         distributions provided for in Section 5.5 (all of the foregoing,
         subject to the limitations set forth in this Section, the "Reserve
         Account Property"), to have and to hold all the aforesaid property,
         rights and privileges unto Indenture Trustee, its successors and
         assigns, in trust for the uses and purposes, and subject to the terms
         and provisions, set forth in this Section. Indenture Trustee hereby
         acknowledges such transfer and accepts the trust hereunder and shall
         hold and distribute the Reserve Account Property in accordance with the
         terms and provisions of this Section.

         (d) The Indenture Trustee shall, at the written direction of Servicer,
direct the Securities Intermediary to invest any funds on deposit in the Reserve
Account in Eligible Investments selected by Servicer and confirmed in writing by
Servicer to Indenture Trustee; provided that it is understood and agreed that
none of Indenture Trustee, Securities Intermediary, Servicer or Issuer shall be
liable for any loss arising from such investment in Eligible Investments. Funds
on deposit in the Reserve Account shall be invested in Eligible Investments that
will mature so that all such funds will be available at the close of business on
the Business Day preceding the next Deposit Date; provided that to the extent
permitted by the Rating Agencies following written request by Servicer, funds on
deposit in the Reserve Account may be invested in Eligible Investments that
mature later than such Deposit Date. Funds deposited in the Reserve Account on a
Deposit Date upon the maturity of any Eligible Investments are not required to
be (but may be) invested overnight. Seller will treat the funds, Eligible
Investments and other assets in the Reserve Account as its own for Federal,
state and local income tax and franchise tax purposes and will report on its tax
returns all income, gain and loss from the Reserve Account.

         (e) The Securities Intermediary hereby expressly agrees with the
Indenture Trustee that: (i) all matters relating to the Reserve Account shall be
governed by the laws of the State of New York; (ii) all Eligible Investments
held by the Securities Intermediary on behalf of the Indenture Trustee in the
Reserve Account shall be treated as "financial assets" (as defined in Article 8
of the New York Uniform Commercial Code; (iii) the Securities Intermediary will
treat the Indenture Trustee as entitled to exercise the rights comprising the
investments or financial assets credited to the Reserve Account; (iv) the
financial assets credited to the Reserve Account shall not be registered in the
name of, payable to the order of, or specially indorsed to the Indenture
Trustee; and (v) the Securities Intermediary will not agree to comply with
entitlement


                                       20
<PAGE>   25
orders originated by any Person with respect to the investments or financial
assets held in the Reserve Account other than the Indenture Trustee.

         (f) The Reserve Account shall be under the sole custody and control of
Indenture Trustee. If, at any time, the Reserve Account ceases to be an Eligible
Deposit Account, Seller shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, as to which each Rating Agency may consent)
establish a new Reserve Account as an Eligible Deposit Account and shall
transfer or cause to be transferred any cash and/or any investments that are in
the existing account which is no longer an Eligible Deposit Account to such new
Reserve Account.

         (g) With respect to the Reserve Account Property, Seller, Issuer and
the Indenture Trustee agree that any Reserve Account Deposit and all other
Reserve Account Property shall be delivered to Indenture Trustee or its designee
for credit to the Reserve Account. In addition:

                  (i) any Reserve Account Property that constitutes Physical
         Property shall be delivered to Indenture Trustee or its designee in
         accordance with paragraph (a) of the definition of "Delivery" and shall
         be held, pending maturity or disposition, solely by Indenture Trustee
         or its designee or a financial intermediary (as such term is defined in
         Section 8-313(4) of the UCC) acting solely for Indenture Trustee or
         such designee;

                  (ii) any Reserve Account Property that is a book entry
         security held through the Federal Reserve System pursuant to Federal
         book- entry regulations shall be delivered in accordance with paragraph
         (b) of the definition of "Delivery" and shall be maintained by
         Indenture Trustee or its designee or a financial intermediary (as such
         term is defined in Section 8-313(4) of the UCC) acting solely for
         Indenture Trustee or such designee, pending maturity or disposition,
         through continued book entry registration of such Reserve Account
         Property as described in such paragraph; and

                  (iii) any Reserve Account Property that is an "uncertificated
         security" under Article 8 of the UCC and that is not governed by clause
         (ii) above shall be delivered to Indenture Trustee or its designee in
         accordance with paragraph (c) of the definition of "Delivery" and shall
         be maintained by Indenture Trustee or such designee or a financial
         intermediary (as such term is defined in Section 8-313(4) of the UCC)
         acting solely for Indenture Trustee or such designee, pending maturity
         or disposition, through continued registration of Indenture Trustee's
         (or its designee's) ownership of such security.

Effective upon the crediting of any Reserve Account Property to the Reserve
Account, Servicer shall be deemed to have represented that it has purchased such
Reserve Account Property for value, in good faith and without notice of any
adverse claim thereto.

         (h) Seller and Servicer agree to take or cause to be taken such further
actions, to execute, deliver and file or cause to be executed, delivered and
filed such further documents and instruments (including any UCC financing
statements or this Agreement) as may be determined to be necessary, in an
Opinion of Counsel to Seller delivered to Owner Trustee and Indenture Trustee in
order to perfect the interests created by this Section 5.8 and otherwise fully
to effectuate the purposes, terms and conditions of this Section 5.8. Seller and
Servicer shall:


                                       21
<PAGE>   26
                  (i) promptly execute, deliver and file any financing
         statements, amendments, continuation statements, assignments,
         certificates and other documents with respect to such interests and
         perform all such other acts as may be necessary in order to perfect or
         to maintain the perfection of Indenture Trustee's security interest;
         and

                  (ii) make the necessary filings of financing statements or
         amendments thereto within ten days after the occurrence of any of the
         following: (1) any change in their respective names or any trade names,
         (2) any change in the location of their respective chief executive
         offices or principal places of business or jurisdiction of organization
         and (3) any merger or consolidation or other change in their respective
         identities or corporate structures; and shall promptly notify Owner
         Trustee and Indenture Trustee of any such filings.

         (i) Investment earnings attributable to the Reserve Account Property
and proceeds therefrom shall be held by Indenture Trustee in the Reserve
Account, shall be deposited into the Collection Account on each Payment Date,
and will be available to pay the distributions provided for in Section 5.5.

                                   ARTICLE VI.
                                     SELLER

         SECTION 6.1. Representations of Seller. Seller makes the following
representations on which Issuer is deemed to have relied in acquiring the
Receivables and the other properties and rights included in the Owner Trust
Estate and the Indenture Trustee is deemed to have relied in accepting
administration of its trusts. The representations speak as of the execution and
delivery of this Agreement and shall survive the sale of the Receivables to the
Issuer and the subsequent pledge thereof to the Indenture Trustee pursuant to
the Indenture.

         (a) Organization and Good Standing. Seller has been duly organized and
is validly existing as a Delaware corporation in good standing under the laws of
the State of Delaware, with the power and authority to own its properties and to
conduct its business as such properties are presently owned and such business is
presently conducted and had at all relevant times, and has, full power,
authority and legal right to acquire, own and sell the Receivables and the other
properties and rights included in the Owner Trust Estate assigned to Issuer
pursuant to Article II.

         (b) Due Qualification. Seller is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary licenses
and approvals in all jurisdictions in which the ownership or lease of property,
or the conduct of its business shall require such qualifications, except where
the failure to so obtain would not have a material adverse impact either on
Seller, the transactions contemplated in the Basic Documents or the Receivables.

         (c) Power and Authority. Seller has the corporate power, authority and
legal right to execute and deliver this Agreement and the Basic Documents to
which it is a party and to carry out their respective terms and to sell and
assign the property to be sold and assigned to and deposited with Issuer as the
Owner Trust Estate; and the execution, delivery and performance of this
Agreement and the Basic Documents to which it is a party have been duly
authorized by Seller by all necessary corporate action.


                                       22
<PAGE>   27
         (d) No Consent Required. No approval, authorization, consent, license
or other order or action of, or filing or registration with, any governmental
authority, bureau or agency is required in connection with the execution,
delivery or performance of this Agreement or the Basic Documents to which it is
a party or the consummation of the transactions contemplated hereby or thereby,
other than (i) as may be required under the "blue sky" or securities laws of any
State or the Securities Act and (ii) the filing of UCC financing statements.

         (e) Valid Sale; Binding Obligation. Seller intends this Agreement to
effect a valid sale, transfer, and assignment of the Receivables and the other
properties and rights included in the Owner Trust Estate conveyed by Seller to
Issuer hereunder, enforceable against creditors of and purchasers from Seller;
and each of this Agreement and the Basic Documents to which it is a party
constitutes a legal, valid and binding obligation of Seller, enforceable against
Seller in accordance with its respective terms, subject, as to enforceability,
to applicable bankruptcy, insolvency, reorganization, conservatorship,
receivership, liquidation and other similar laws affecting enforcement of the
rights of creditors generally and to equitable limitations on the availability
of specific remedies.

         (f) No Violation. The execution, delivery and performance by Seller of
this Agreement and the Basic Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby will not
conflict with, result in any material breach of any of the terms and provisions
of, constitute (with or without notice or lapse of time) a material default
under or result in the creation or imposition of any Lien upon any of its
material properties pursuant to the terms of, (i) the certificate of
incorporation or bylaws of Seller, (ii) any material indenture, contract, lease,
mortgage, deed of trust or other instrument or agreement to which Seller is a
party or by which Seller is bound, or (iii) any law, order, rule or regulation
applicable to Seller of any federal or state regulatory body, any court,
administrative agency, or other governmental instrumentality having jurisdiction
over Seller.

         (g) No Proceedings. There are no proceedings or investigations pending,
or, to the knowledge of Seller, threatened, before any court, regulatory body,
administrative agency, or other tribunal or governmental instrumentality having
jurisdiction over Seller or its properties: (i) asserting the invalidity of this
Agreement, any other Basic Document, the Notes or the Certificates, (ii) seeking
to prevent the issuance of the Notes or Certificates or the consummation of any
of the transactions contemplated by this Agreement or any other Basic Document,
(iii) seeking any determination or ruling that might materially and adversely
affect the performance by Seller of its obligations under, or the validity or
enforceability of, this Agreement, any other Basic Document, the Notes or the
Certificates, to the extent applicable, or (iv) that may materially and
adversely affect the federal or state income, excise franchise or similar tax
attributes of Issuer, the Notes or the Certificates.

         (h) Chief Executive Office. The chief executive office of Seller is
Wells Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479.

         SECTION 6.2. Continued Existence. During the term of this Agreement,
subject to Section 6.4, Seller will keep in full force and effect its existence,
rights and franchises as a corporation organized under the laws of the State of
Delaware and will obtain and preserve its qualification to do business in each
jurisdiction in which such qualification is or shall be


                                       23
<PAGE>   28
necessary to protect the validity and enforceability of this Agreement, the
Basic Documents and each other instrument or agreement necessary or appropriate
to the proper administration of this Agreement and the transactions contemplated
hereby.

         SECTION 6.3. Liability of Seller; Indemnities. Subject to Section 10.5,
Seller shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by Seller under this Agreement.

         (a) Seller shall indemnify, defend and hold harmless Issuer, Owner
Trustee (individually and in its capacity as such), Indenture Trustee
(individually and in its capacity as such), the Certificateholders and the
Noteholders and the respective officers, directors, employees and agents of
Issuer, Owner Trustee and Indenture Trustee from and against any and all costs,
expenses, losses, claims, damages and liabilities to the extent arising out of,
or imposed upon such Person through or as a result of (i) Seller's willful
misfeasance, bad faith or gross negligence (other than errors in judgment) in
the performance of its duties under this Agreement, or by reason of breach of
contract or reckless disregard of its obligations and duties under this
Agreement or any other Basic Document and (ii) Seller's violation of Federal or
state securities laws in connection with the offering and sale of the Notes and
the Certificates or in connection with any application relating to the Notes or
Certificates under any state securities laws.

         (b) Seller shall pay any and all taxes levied or assessed upon the
Issuer or upon all or any part of the Owner Trust Estate.

Indemnification under this Section shall survive the resignation or removal of
Owner Trustee or Indenture Trustee and the termination of this Agreement or any
other Basic Document and shall include reasonable fees and expenses of counsel
and other expenses of litigation. If Seller shall have made any indemnity
payments pursuant to this Section and the Person to or on behalf of whom such
payments are made thereafter shall collect any of such amounts from others, such
Person shall promptly repay such amounts to Seller, without interest.

         SECTION 6.4. Merger or Consolidation of, or Assumption of the
Obligations of, Seller. Any Person (a) into which Seller may be merged or
consolidated, (b) which may result from any merger or consolidation to which
Seller shall be a party or (c) which may succeed to the properties and assets of
Seller substantially as a whole, shall be the successor to Seller without the
execution or filing of any document or any further act by any of the parties to
this Agreement; provided that Seller hereby covenants that it will not
consummate any of the foregoing transactions except upon satisfaction of the
following: (i) the surviving entity, if other than Wells Fargo Auto Receivables
Corporation, executes an agreement of assumption to perform every obligation of
Seller under this Agreement, (ii) immediately after giving effect to such
transaction, no representation or warranty made pursuant to Section 3.1 or 6.1
shall have been breached, (iii) Seller shall have delivered to Owner Trustee and
Indenture Trustee an Officer's Certificate and an Opinion of Counsel each
stating that such consolidation, merger or succession and such agreement of
assumption comply with this Section and that all conditions precedent, if any,
provided for in this Agreement relating to such transaction have been complied
with, and that the Rating Agency Condition shall have been satisfied with
respect to such transaction, (iv) the surviving Seller shall have a consolidated
net worth at least equal to that of the predecessor Seller, (v) such transaction
will not result in a material adverse federal or state


                                       24
<PAGE>   29
tax consequence to Issuer, the Noteholders or the Certificateholders and (vi)
unless Wells Fargo Auto Receivables Corporation is the surviving entity, Seller
shall have delivered to Owner Trustee and Indenture Trustee an Opinion of
Counsel either (A) stating that, in the opinion of such counsel, all financing
statements and continuation statements and amendments thereto have been executed
and filed that are necessary fully to preserve and protect the interest of Owner
Trustee and Indenture Trustee, respectively, in the Receivables and reciting the
details of such filings, or (B) stating that, in the opinion of such counsel, no
such action shall be necessary to preserve and protect such interests.

         SECTION 6.5. Limitation on Liability of Seller and Others. Seller and
any director or officer or employee or agent of Seller may rely in good faith on
the advice of counsel or on any document of any kind, prima facie properly
executed and submitted by any Person respecting any matters arising under any
Basic Document (provided that such reliance shall not limit in any way Seller's
obligations under Section 3.2 or 6.3). Seller shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under this Agreement, and that in its opinion may involve it
in any expense or liability.

         SECTION 6.6. Seller May Own Certificates or Notes. Seller and any
Affiliate thereof may in its individual or any other capacity become the owner
or pledgee of Certificates or Notes with the same rights as it would have if it
were not Seller or an Affiliate thereof, except as expressly provided herein or
in any Basic Document. Except as set forth herein or in the other Basic
Documents, Notes and Certificates so owned by or pledged to Seller or any such
Affiliate shall have an equal and proportionate benefit under the provisions of
this Agreement and the other Basic Documents, without preference, priority, or
distinction as among all of the Notes and Certificates of the same class.

         SECTION 6.7. Security Interest. During the term of this Agreement,
Seller will not take any action to assign the security interest in any Financed
Vehicles other than pursuant to the Basic Documents.

         SECTION 6.8. Indebtedness of Seller. Seller shall provide written
notice to the Rating Agencies at least thirty (30) days prior to the date it
incurs any material indebtedness or assumes or guarantees any material
indebtedness of any other entity in connection with the acquisition or transfer
of receivables (other than the Receivables) or the issuance and sale of
securities (other than the Notes and Certificates) secured by or evidencing
beneficial ownership interests in such receivables or incurs any material, non-
incidental indebtedness in connection with the accomplishment of any of the
foregoing.

                                  ARTICLE VII.
                                    SERVICER

         SECTION 7.1. Representations of Servicer. Servicer makes the following
representations on which Issuer is deemed to have relied in acquiring the
Receivables and the other properties and rights included in the Owner Trust
Estate and the Indenture Trustee and the Owner Trustee are deemed to have relied
in accepting administration of their trusts. The representations speak as of the
execution and delivery of the Agreement and shall survive the


                                       25
<PAGE>   30
sale, transfer and assignment of the Receivables to Issuer and the pledge
thereof to Indenture Trustee pursuant to the Indenture:

         (a) Organization and Good Standing. Servicer has been duly organized
and is validly existing as a national banking association in good standing under
the laws of the United States of America, with the full power and authority to
own its properties and to conduct its business as such properties are presently
owned and such business is presently conducted, and has had at all relevant
times, and shall have, the power, authority and legal right to service the
Receivables and the other properties and rights included in the Owner Trust
Estate.

         (b) Due Qualification. Servicer is duly qualified to do business and in
good standing, and has obtained all necessary licenses and approvals in all
jurisdictions in which the ownership or lease of property or the conduct of its
business (including the servicing of the Receivables as required by this
Agreement) shall require such qualifications.

         (c) Power and Authority. Servicer has the power, authority and legal
right to execute and deliver this Agreement and the Basic Documents to which it
is a party and to carry out their respective terms; and the execution, delivery
and performance of this Agreement and the Basic Documents to which it is a party
have been duly authorized by Servicer by all necessary corporate action.

         (d) No Consent Required. No approval, authorization, consent, license
or other order or action of, or filing or registration with, any governmental
authority, bureau or agency is required in connection with the execution,
delivery or performance of this Agreement, the Basic Documents to which it is a
party or the consummation of the transactions contemplated hereby or thereby,
other than (i) as may be required under the "blue sky" or securities laws of any
State or the Securities Act and (ii) the filing of UCC financing statements.

         (e) Binding Obligation. Each of this Agreement and the Basic Documents
to which it is a party constitutes a legal, valid and binding obligation of
Servicer, enforceable against Servicer in accordance with its respective terms,
subject, as to enforceability, to applicable bankruptcy, insolvency,
reorganization, conservatorship, receivership, liquidation and other similar
laws affecting enforcement of the rights of creditors of banks generally and to
equitable limitations on the availability of specific remedies.

         (f) No Violation. The execution, delivery and performance by Servicer
of this Agreement and the Basic Documents to which it is a party and the
consummation of the transactions contemplated hereby and thereby will not
conflict with, result in any material breach of any of the terms and provisions
of, constitute (with or without notice or lapse of time) a material default
under, or result in the creation or disposition of any Lien upon any of its
material properties pursuant to the terms of, (i) the charter or bylaws of
Servicer, (ii) any material indenture, contract, lease, mortgage, deed of trust
or other instrument or agreement to which Servicer is a party or by which
Servicer is bound, or (iii) any law, order, rule or regulation applicable to
Servicer of any federal or state regulatory body, any court, administrative
agency, or other governmental instrumentality having jurisdiction over Servicer.


                                       26
<PAGE>   31
         (g) No Proceedings. There are no proceedings or investigations pending,
or, to Servicer's knowledge, threatened, before any court, regulatory body,
administrative agency, or tribunal or other governmental instrumentality having
jurisdiction over Servicer or its properties: (i) asserting the invalidity of
this Agreement, any other Basic Document, the Notes or the Certificates, (ii)
seeking to prevent the issuance of the Certificates or the Notes or the
consummation of any of the transactions contemplated by this Agreement or any
other Basic Document, (iii) seeking any determination or ruling that might
materially and adversely affect the performance by Servicer of its obligations
under, or the validity or enforceability of, this Agreement, any other Basic
Document, the Notes or the Certificates, to the extent applicable, or (iv) that
may materially and adversely affect the federal or state income, excise,
franchise or similar tax attributes of the Certificates.

         SECTION 7.2. Indemnities of Servicer.

         (a) Subject to Section 10.5, Servicer shall be liable in accordance
herewith only to the extent of the obligations specifically undertaken by
Servicer under this Agreement.

         (b) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee (individually and in its capacity as such), Indenture Trustee
(individually and in its capacity as such), Seller, the Certificateholders and
the Noteholders and any of the respective officers, directors, employees and
agents of Issuer, Owner Trustee, Indenture Trustee or Seller from any and all
costs, expenses, losses, claims, damages and liabilities (including reasonable
attorneys' fees and expenses) to the extent arising out of, or imposed upon any
such Person through, the gross negligence, willful misfeasance, breach of
contract or bad faith (other than errors in judgment) of Servicer in the
performance of its obligations and duties under this Agreement or any other
Basic Document or in the performance of the obligations and duties of any
subcustodian or subservicer in the performance of its obligations and duties
under any custody or subservicing agreement. Notwithstanding the foregoing, if
Servicer is rendered unable, in whole or in part, by virtue of an act of God,
act of war, fires, earthquake or other natural disasters, to satisfy its
obligations under this Agreement, Servicer shall not be deemed to have breached
any such obligation upon the sending of written notice of such event to the
other parties hereto, for so long as Servicer remains unable to perform such
obligation as a result of such event. This provision shall not be construed to
limit Servicer's or any other party's rights, obligations, liabilities, claims
or defenses which arise as a matter of law or pursuant to any other provision of
this Agreement.

         (c) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee (individually and in its capacity as such), and Indenture Trustee
(individually and in its capacity as such) and their respective officers,
directors, employees and agents from and against any taxes that may at any time
be asserted against any such Person with respect to the transactions
contemplated in this Agreement or in the other Basic Documents, including any
sales, gross receipts, general corporation, tangible or intangible personal
property, franchise, privilege, or license taxes, or any taxes of any kind which
may be asserted (not including any Federal or other income taxes arising out of
transactions contemplated by this Agreement and the other Basic Documents)
against the Issuer, and costs and expenses in defending against the same.


                                       27
<PAGE>   32
         (d) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee (individually and in its capacity as such), Indenture Trustee
(individually and in its capacity as such), Seller, Certificateholders and the
Noteholders or any of the respective officers, directors, employees and agents
of Issuer, Owner Trustee, Indenture Trustee or Seller from any and all costs,
expenses, losses, claims, damages and liabilities (including reasonable
attorneys' fees and expenses) to the extent arising out of or imposed upon any
such Person as a result of any compensation payable to any subcustodian or
subservicer (including any fees payable in connection with the release of any
Receivable File from the custody of such subservicer or in connection with the
termination of the servicing activities of such subservicer with respect to any
Receivable) whether pursuant to the terms of any subservicing agreement or
otherwise.

         (e) Servicer shall indemnify, defend and hold harmless Issuer, Owner
Trustee (individually and in its capacity as such), Indenture Trustee
(individually and in its capacity as such), Seller, the Certificateholders and
the Noteholders or any of the respective directors, officers, employees and
agents of Issuer, Owner Trustee, Indenture Trustee and Seller from and against
any and all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel and expenses of litigation, arising out
of or resulting from the use, ownership, or operation by Servicer or any
Affiliate thereof of any Financed Vehicle.

Indemnification under this Section shall survive the resignation or removal of
Owner Trustee or Indenture Trustee and the termination of this Agreement and the
other Basic Documents, as applicable, and shall include reasonable fees and
expenses of counsel and other expenses of litigation. If Servicer shall have
made any indemnity payments pursuant to this Section and the Person to or on
behalf of whom such payments are made thereafter shall collect any of such
amounts from others, such Person shall promptly repay such amounts to Servicer,
without interest.

         SECTION 7.3. Merger or Consolidation of, or Assumption of the
Obligations of, Servicer. Any Person (a) into which Servicer may be merged or
consolidated, (b) which may result from any merger or consolidation to which
Servicer shall be a party, (c) which may succeed to the properties and assets of
Servicer, substantially as a whole, or (d) 50% of the voting stock of which is
owned directly or indirectly by Wells Fargo & Company, may become the successor
to Servicer; provided that, unless Wells Fargo is the surviving party to such
transaction, Servicer hereby covenants that it will not consummate any of the
foregoing transactions except upon satisfaction of the following: (i) the
surviving Servicer, if other than Wells Fargo, executes an agreement of
assumption to perform every obligation of Servicer under this Agreement, (ii)
immediately after giving effect to such transaction, no representation or
warranty made pursuant to Section 7.1 shall have been breached and no Servicer
Termination Event, and no event that, after notice or lapse of time, or both,
would become a Servicer Termination Event shall have occurred and be continuing,
(iii) Servicer shall have delivered to Owner Trustee and Indenture Trustee an
Officer's Certificate and an Opinion of Counsel each stating that such
consolidation, merger or succession and such agreement of assumption comply with
this Section and that all conditions precedent, if any, provided for in this
Agreement relating to such transaction have been complied with, and that the
Rating Agency Condition shall have been satisfied with respect to such
transaction, (iv) the surviving Servicer shall have a consolidated net worth at
least equal to that of the predecessor Servicer, and (v) such transaction


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<PAGE>   33
will not result in a material adverse Federal or state tax consequence to
Issuer, the Noteholders or the Certificateholders.

         SECTION 7.4. Limitation on Liability of Servicer and Others. Neither
Servicer nor any of its directors, officers, employees or agents shall be under
any liability to Issuer, the Noteholders or the Certificateholders, except as
provided under this Agreement, for any action taken or for refraining from the
taking of any action by Servicer or any subservicer pursuant to this Agreement
or for errors in judgment; provided that this provision shall not protect
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith, breach of contract or gross
negligence in the performance of duties (except for errors in judgment) under
this Agreement. Servicer or any subservicer and any of their respective
directors, officers, employees or agents may rely in good faith on any document
of any kind prima facie properly executed and submitted by any Person respecting
any matters arising under this Agreement.

         Except as provided in this Agreement, Servicer shall not be under any
obligation to appear in, prosecute or defend any legal action that shall not be
incidental to its duties to service the Receivables in accordance with this
Agreement and that in its opinion may involve it in any expense or liability;
provided that Servicer may (but shall not be required to) undertake any
reasonable action that it may deem necessary or desirable in respect of the
Basic Documents to protect the interests of the Certificateholders under this
Agreement and the Noteholders under the Indenture. In such event, the legal
expense and costs of such action and any liability resulting therefrom shall be
expenses, costs and liabilities of the Servicer.

         SECTION 7.5. Wells Fargo Not To Resign as Servicer. Subject to the
provisions of Section 7.3, Wells Fargo hereby agrees not to resign from the
obligations and duties hereby imposed on it as Servicer under this Agreement
except upon determination that the performance of its duties hereunder shall no
longer be permissible under applicable law or if such resignation is required by
regulatory authorities. Notice of any such determination permitting the
resignation of Wells Fargo as Servicer shall be communicated to Owner Trustee
and Indenture Trustee at the earliest practicable time (and, if such
communication is not in writing, shall be confirmed in writing at the earliest
practicable time) and any such determination shall be evidenced by an Opinion of
Counsel to such effect delivered to Owner Trustee and Indenture Trustee
concurrently with or promptly after such notice. No such resignation shall
become effective until the earlier of Indenture Trustee or a Successor Servicer
having assumed the responsibilities and obligations of the resigning Servicer in
accordance with Section 8.2 or the date upon which any regulatory authority
requires such resignation.

         SECTION 7.6. Existence. Subject to the provisions of Section 7.3,
during the term of this Agreement, Wells Fargo will keep in full force and
effect its existence, rights and franchises as a national banking association in
all jurisdictions in which the ownership or lease of property or the conduct of
its business (including the servicing of Receivables as required by this
Agreement) shall require such qualifications.

         SECTION 7.7. Servicer May Own Notes or Certificates. The Servicer, and
any Affiliate of the Servicer, may, in its individual or any other capacity,
become the owner or pledgee of Notes or Certificates with the same rights as it
would have if it were not the Servicer or an


                                       29
<PAGE>   34
Affiliate thereof, except as expressly provided herein or in any Basic Document.
Except as set forth herein or in the other Basic Documents, Notes and
Certificates so owned by or pledged to Servicer or any such Affiliate shall have
an equal and proportionate benefit under the provisions of this Agreement and
the other Basic Documents, without preference, priority, or distinction as among
all of the Notes and Certificates of the same class.

                                  ARTICLE VIII.
                           SERVICER TERMINATION EVENTS

         SECTION 8.1. Servicer Termination Event. If any one of the following
events (a "Servicer Termination Event") shall occur and be continuing:

         (a) any failure by Servicer to deliver to Indenture Trustee and Owner
Trustee the Servicer's Report in accordance with Section 4.9, or any failure by
Servicer (either as such or under the Purchase Agreement) or Seller to deliver
to Indenture Trustee or Owner Trustee for deposit in any of the Trust Accounts
or the Certificate Distribution Account any required payment or to direct
Indenture Trustee or Owner Trustee to make any required distributions therefrom
that shall continue unremedied for a period of five Business Days after written
notice of such failure is received by Servicer from Owner Trustee or Indenture
Trustee or after discovery of such failure by an Authorized Officer of Servicer;
or

         (b) failure on the part of Servicer or Seller duly to observe or to
perform in any material respect any other covenants or agreements of Servicer or
Seller, as applicable, set forth in this Agreement or any other Basic Document
to which it is a party, which failure shall (i) materially and adversely affect
the rights of either the Certificateholders or Noteholders and (ii) continue
unremedied for a period of 60 days after discovery of such failure by an
Authorized Officer of Servicer or after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given (A) to
Servicer or Seller by Owner Trustee or Indenture Trustee or (B) to Servicer and
to Owner Trustee and Indenture Trustee by the Holders of Notes evidencing not
less than 25% of the Outstanding Amount of the Notes of the Controlling Note
Class or, if no Notes are outstanding, Holders of Certificates evidencing not
less than 25% of the outstanding Certificate Percentage Interests, as applicable
(or for such longer period, not in excess of 120 days, as may be reasonably
necessary to remedy such default; provided that such default is capable of
remedy within 120 days and Servicer delivers an Officer's Certificate to Owner
Trustee and Indenture Trustee to such effect and to the effect that Servicer or
Seller, as applicable, has commenced or will promptly commence, and will
diligently pursue, all reasonable efforts to remedy such default); or

         (c) an Insolvency Event occurs with respect to Servicer, Seller, any
Seller Affiliate or any of their respective successors; then, and in each and
every case, so long as any Servicer Termination Event shall not have been
remedied, either Indenture Trustee, or the Holders of Notes evidencing greater
than 50% of the Outstanding Amount of the Notes of the Controlling Note Class
(or, if no Notes are then Outstanding, either the Owner Trustee or the Holders
of Certificates evidencing greater than 50% of the Certificate Percentage
Interests), by notice then given in writing to Servicer (and to Owner Trustee or
Indenture Trustee, as applicable, if given by the Holders and the Rating
Agencies) may terminate all the rights and obligations (other than the
obligations set forth in Section 7.2) of Servicer under this Agreement and the
rights and


                                       30
<PAGE>   35
obligations of any subcustodian or subservicer pursuant to the terms of any
related custody or subservicing agreement. On or after the receipt by Servicer
of such written notice, all authority and power of Servicer under this
Agreement, whether with respect to the Notes, the Certificates or the
Receivables or otherwise, shall, without further action, pass to and be vested
in Indenture Trustee or such Successor Servicer as may be appointed under
Section 8.2; and, without limitation, Indenture Trustee and Owner Trustee are
hereby authorized and empowered to execute and deliver, on behalf of the
predecessor Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement of the Receivables and related
documents, or otherwise. The predecessor Servicer shall cooperate with the
Successor Servicer, Indenture Trustee and Owner Trustee in effecting the
termination of the responsibilities and rights of the predecessor Servicer under
this Agreement, including the transfer to the Successor Servicer for
administration by it of all cash amounts that shall at the time be held by the
predecessor Servicer for deposit, or shall thereafter be received by it with
respect to a Receivable. Servicer shall promptly transfer its electronic records
relating to the Receivables to the Successor Servicer in such electronic form as
the Successor Servicer may reasonably request and shall promptly transfer to the
Successor Servicer all other records, correspondence and documents necessary for
the continued servicing of the Receivables in the manner and at such times as
the Successor Servicer shall reasonably request. All reasonable costs and
expenses (including attorneys' fees) incurred in connection with transferring
the Receivable Files to the Successor Servicer and amending this Agreement to
reflect such succession as Servicer pursuant to this Section shall be paid by
the predecessor Servicer upon presentation of reasonable documentation of such
costs and expenses.

         SECTION 8.2. Appointment of Successor.

         (a) Upon Servicer's receipt of notice of termination, pursuant to
Section 8.1 or Servicer's resignation (if and to the extent permitted in
accordance with the terms of this Agreement), the predecessor Servicer shall
continue to perform its functions as Servicer under this Agreement, in the case
of termination, only until the date specified in such termination notice or, if
no such date is specified in a notice of termination, until receipt of such
notice and, in the case of resignation, until the earlier of (i) the date 45
days from the delivery to Owner Trustee and Indenture Trustee of written notice
of such resignation (or written confirmation of such notice) in accordance with
the terms of this Agreement and (ii) the date upon which the predecessor
Servicer shall become unable to act as Servicer, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the event of Servicer's
termination or resignation hereunder, Indenture Trustee shall appoint a
Successor Servicer (which may be the Indenture Trustee), and the Successor
Servicer shall accept its appointment by a written assumption in form acceptable
to Owner Trustee and Indenture Trustee. In the event that a Successor Servicer
has not been appointed at the time when the predecessor Servicer has ceased to
act as Servicer in accordance with this Section, Indenture Trustee without
further action shall automatically be appointed the Successor Servicer and
Indenture Trustee shall be entitled to the Servicing Fee. Notwithstanding the
above, Indenture Trustee shall, if it shall be unwilling or unable so to act,
appoint or petition a court of competent jurisdiction to appoint, any
established institution, having a net worth of not less than $50,000,000 and
whose regular business shall include the servicing of consumer receivables, as
the successor to Servicer under this Agreement;


                                       31
<PAGE>   36
provided, that the appointment of any such Successor Servicer will not result in
the withdrawal, qualification or reduction of the outstanding rating assigned to
the Certificates or Notes by any Rating Agency.

         (b) Upon appointment, the Successor Servicer (including Indenture
Trustee acting as Successor Servicer) shall be the successor in all respects to
the predecessor Servicer and shall be subject to all the responsibilities,
duties and liabilities arising thereafter relating thereto placed on the
predecessor Servicer and shall be entitled to the Servicing Fee and all the
rights granted to the predecessor Servicer by the terms and provisions of this
Agreement. No Successor Servicer shall be liable for any acts or omissions of
any predecessor Servicer.

         (c) A transfer of servicing hereunder shall not affect the rights and
duties of the parties hereunder (including the obligations and indemnities of
the predecessor Servicer pursuant to Section 4.7 or 7.2) other than those
relating to the management, administration, servicing, custody or collection of
the Receivables and the other rights and properties included in the Owner Trust
Estate. The Successor Servicer shall, upon its appointment pursuant to this
Section 8.2 and as part of its duties and responsibilities under this Agreement,
promptly take all action it deems necessary or appropriate so that the
predecessor Servicer (in whatever capacity) is paid or reimbursed all amounts it
is entitled to receive under this Agreement on each Payment Date subsequent to
the date on which it is terminated as Servicer hereunder.

         SECTION 8.3. Payment of Servicing Fee. If Servicer shall be replaced,
the predecessor Servicer shall be entitled to receive any accrued and unpaid
Servicing Fees and any Supplemental Servicing Fees accrued and unpaid or
received to the effective date of the termination of the predecessor Servicer,
in each case, in accordance with Section 4.8.

         SECTION 8.4. Notification to Noteholders and Certificateholders. Upon
any termination of, or appointment of a successor to, Servicer pursuant to this
Article VIII, Owner Trustee shall give prompt written notice thereof to
Certificateholders and Indenture Trustee shall give prompt written notice
thereof to Noteholders.

         SECTION 8.5. Waiver of Past Defaults. The Holders of Notes evidencing
not less than a majority of the Outstanding Amount of the Notes of the
Controlling Note Class (or the Holders of Certificates evidencing not less than
a majority of the outstanding Certificate Percentage Interests, as applicable,
in the case of any default which does not adversely affect Indenture Trustee or
the Noteholders) may, on behalf of all Noteholders and Certificateholders, waive
in writing any default by Servicer in the performance of its obligations
hereunder and its consequences, except a default in making any required deposits
to any of the Trust Accounts in accordance with this Agreement. Upon any such
waiver of a past default, such default shall cease to exist, and any Servicer
Termination Event arising therefrom shall be deemed to have been remedied for
every purpose of this Agreement. No such waiver shall extend to any subsequent
or other default or impair any right consequent thereto.

                                   ARTICLE IX.
                                   TERMINATION

         SECTION 9.1. Optional Purchase of All Receivables; Termination Notice.


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<PAGE>   37
         (a) On the last day of any Collection Period immediately preceding a
Determination Date as of which the then outstanding Pool Balance is 5% or less
of the Original Pool Balance, Servicer shall have the option to purchase the
Owner Trust Estate other than the Trust Accounts, the Certificate Distribution
Account and any funds or investments therein. To exercise such option, Servicer
shall deposit pursuant to Section 5.4 in the Collection Account an amount which,
when added to the amounts on deposit in the Collection Account for such Payment
Date, equals the sum of (a) the unpaid principal amount of the then outstanding
Notes, plus accrued and unpaid interest thereon, plus (b) any amounts owed to
the Certificateholders. The Notes and the Certificates will be redeemed
concurrently therewith.

         (b) Following the satisfaction and discharge of the Indenture and the
payment in full of the principal of and interest on the Notes, the
Certificateholders will succeed to the rights of the Noteholders hereunder.

         (c) Notice of any termination of Issuer shall be given by Servicer to
Owner Trustee, Indenture Trustee and the Rating Agencies as soon as practicable
after Servicer has received notice thereof.

                                   ARTICLE X.
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1. Amendment.

         (a) This Agreement may be amended by Seller, Servicer, Owner Trustee
and Indenture Trustee, but without the consent of any of the Noteholders or the
Certificateholders:

                  (i) to cure any ambiguity or defect, to correct or supplement
         any provisions in this Agreement or for the purpose of adding any
         provisions to or changing in any manner or eliminating any of the
         provisions in this Agreement or of modifying in any manner the rights
         of the Noteholders or the Certificateholders; provided that such action
         shall not, as evidenced by an Opinion of Counsel delivered to Owner
         Trustee and Indenture Trustee, adversely affect in any material respect
         the interests of any Noteholder or Certificateholder;

                  (ii) (A) to add, modify or eliminate such provisions as may be
         necessary or advisable in order to enable all or a portion of Issuer to
         qualify as, and to permit an election to be made to cause all or a
         portion of Issuer to be treated as, a "financial asset securitization
         investment trust" under the Code, and (B) in connection with any such
         election, to modify or eliminate existing provisions set forth in this
         Agreement relating to the intended federal income tax treatment of the
         Notes or Certificates and Issuer in the absence of the election; it
         being a condition to any such amendment that the Rating Agency
         Condition shall have been satisfied; and

                  (iii) to add, modify or eliminate such provisions as may be
         necessary or advisable in order to enable (a) the transfer to Issuer of
         all or any portion of the Receivables to be recognized as a sale under
         generally accepted accounting principles ("GAAP") by Seller to Issuer,
         (b) Issuer to avoid becoming a member of Seller's consolidated group
         under GAAP or (c) the Seller, any Seller Affiliate or any of their


                                       33
<PAGE>   38
         Affiliates to otherwise 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.

         (b) This Agreement may also be amended from time to time by Seller,
Servicer, Owner Trustee and Indenture Trustee, with the consent of the Holders
of Notes evidencing not less than a majority of the Outstanding Amount of the
Notes and the consent of the Holders of Certificates evidencing not less than a
majority of the Certificate Percentage Interests for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Noteholders or
the Certificateholders; provided that no such amendment shall (i) increase or
reduce in any manner the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions that shall be required
to be made for the benefit of the Noteholders or the Certificateholders or (ii)
reduce the aforesaid percentage of the Outstanding Amount of the Notes and the
Certificate Percentage Interests, the Holders of which are required to consent
to any such amendment, without the consent of the Holders of all the outstanding
Notes and the Holders of all the outstanding Certificates of each class affected
thereby.

         (c) Prior to the execution of any such amendment or consent, Servicer
shall furnish written notification of the substance of such amendment or consent
to each Rating Agency. Promptly after the execution of any such amendment or
consent, Servicer shall furnish written notification of the substance of such
amendment or consent to each Noteholder and Certificateholder.

         (d) It shall not be necessary for the consent of Certificateholders or
Noteholders pursuant to this Section to approve the particular form of any
proposed amendment or consent, but it shall be sufficient if such consent shall
approve the substance thereof.

(e) Prior to the execution of any amendment to this Agreement, Owner Trustee and
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 and the Opinion of Counsel
referred to in Section 10.2(i)(1) has been delivered. Owner Trustee and
Indenture Trustee may, but shall not be obligated to, enter into any such
amendment which affects Owner Trustee's or Indenture Trustee's, as applicable,
own rights, duties or immunities under this Agreement or otherwise.

         SECTION 10.2. Protection of Title to Trust Property.

         (a) Seller shall execute and file such financing statements and cause
to be executed and filed such continuation statements, all in such manner and in
such places as may be required by law fully to preserve, maintain and protect
the interest of Issuer and the interests of Indenture Trustee in the Receivables
and the proceeds thereof. Seller shall deliver (or cause to be delivered) to
Owner Trustee and Indenture Trustee file-stamped copies of, or filing receipts
for, any document filed as provided above, as soon as available following such
filing.


                                       34
<PAGE>   39
         (b) Neither Seller nor Servicer shall change its name, identity or
corporate structure in any manner that would, could or might make any financing
statement or continuation statement filed in accordance with paragraph (a) above
seriously misleading within the meaning of Section 9-402(7) of the UCC, or any
successor provision, unless it shall have given Owner Trustee and Indenture
Trustee at least thirty days' prior written notice thereof and shall have
promptly filed appropriate amendments to all previously filed financing
statements or continuation statements.

         (c) Each of Seller and Servicer shall have an obligation to give Owner
Trustee and Indenture Trustee at least 60 days' prior written notice of any
relocation of its principal executive office or jurisdiction of organization,
if, as a result of such relocation, the applicable provisions of the UCC would
require the filing of any amendment of any previously filed financing or
continuation statement or of any new financing statement and shall promptly file
any such amendment or new financing statement. Servicer shall at all times
maintain each office from which it shall service Receivables, and its principal
executive office, within the United States of America.

         (d) Servicer shall maintain accounts and records as to each Receivable
accurately and in sufficient detail to permit (i) the reader thereof to know at
any time the status of such Receivable, including payments and recoveries made
and payments owing (and the nature of each) and (ii) reconciliation between
payments or recoveries on (or with respect to) each Receivable and the amounts
from time to time deposited in the Collection Account in respect of such
Receivable.

         (e) Servicer shall maintain its computer systems so that, from and
after the time of sale under this Agreement of the Receivables, Servicer's
master computer records (including any backup archives) that refer to a
Receivable shall indicate clearly the interest of Issuer and Indenture Trustee
in such Receivable and that such Receivable is owned by Issuer and has been
pledged to Indenture Trustee pursuant to the Indenture. Indication of Issuer's
and Indenture Trustee's interest in a Receivable shall be deleted from or
modified on Servicer's computer systems when, and only when, the related
Receivable shall have been paid in full or repurchased by Seller or purchased by
Servicer.

         (f) If at any time Seller or Servicer shall propose to sell, grant a
security interest in or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender or other transferee, Servicer
shall give to such prospective purchaser, lender or other transferee computer
tapes, records or printouts (including any restored from backup archives) that,
if they shall refer in any manner whatsoever to any Receivable, shall indicate
clearly that such Receivable has been sold and is owned by Issuer and has been
pledged to Indenture Trustee.

         (g) Servicer, upon receipt of reasonable prior notice, shall permit
Indenture Trustee, Owner Trustee and their respective agents at any time during
normal business hours to inspect, audit and make copies of and abstracts from
Servicer's records regarding any Receivable.

         (h) Upon request at any time Owner Trustee or Indenture Trustee shall
have reasonable grounds to believe that such request is necessary in connection
with the performance of its duties under this Agreement or any of the Basic
Documents, Servicer shall furnish to


                                       35
<PAGE>   40
Owner Trustee or to Indenture Trustee, within thirty Business Days, a list of
all Receivables (by contract number and name of Obligor) then owned by Issuer,
together with a reconciliation of such list to the Schedule of Receivables and
to each of Servicer's Reports furnished before such request indicating removal
of Receivables from Issuer.

                  (i) Servicer shall deliver to Owner Trustee and Indenture
         Trustee:

                           (1) promptly after the execution and delivery of this
                  Agreement and of each amendment thereto, an Opinion of Counsel
                  either (A) stating that, in the opinion of such counsel, all
                  financing statements and continuation statements have been
                  executed and filed that are necessary fully to preserve and
                  protect the interest of Issuer and Indenture Trustee in the
                  Receivables, and reciting the details of such filings or
                  referring to prior Opinions of Counsel in which such details
                  are given, or (B) stating that, in the opinion of such
                  counsel, no such action shall be necessary to preserve and
                  protect such interest; and

                           (2) within 120 days after the beginning of each
                  calendar year which commences more than four months after the
                  Cutoff Date, an Opinion of Counsel, dated as of a date during
                  such 120-day period, either (A) stating that, in the opinion
                  of such counsel, all financing statements and continuation
                  statements have been executed and filed that are necessary
                  fully to preserve and protect the interest of Issuer and
                  Indenture Trustee in the Receivables, and reciting the details
                  of such filings or referring to prior Opinions of Counsel in
                  which such details are given, or (B) stating that, in the
                  opinion of such counsel, no such action shall be necessary to
                  preserve and protect such interest.

                  Each Opinion of Counsel referred to in clause (1) or (2) above
shall specify any action necessary (as of the date of such opinion) to be taken
in the following year to preserve and protect such interest.

                  (j) Servicer shall cause Seller, to the extent required by
         applicable law, cause the Certificates and the Notes to be registered
         with the Commission pursuant to Section 12(b) or Section 12(g) of the
         Exchange Act within the time periods specified in such sections.

         SECTION 10.3. Notices. All demands, notices and communications upon or
to Seller, Servicer, Owner Trustee, Indenture Trustee or the Rating Agencies
under this Agreement shall be in writing, personally delivered, sent by
overnight courier or mailed by certified mail, return receipt requested, and
shall be deemed to have been duly given upon receipt (a) in the case of Seller,
to Wells Fargo Auto Receivables Corporation, Wells Fargo Center, Sixth and
Marquette, Minneapolis, Minnesota 55479, Attention: Mary E. Schaffner, (b) in
the case of Servicer, to Wells Fargo Bank, National Association, 420 Montgomery
Street, San Francisco, California 94163, Attention: Dianne Breuer, (c) in the
case of Issuer or Owner Trustee, at the Corporate Trust Office, (d) in the case
of Indenture Trustee, at the Corporate Trust Office, (e) in the case of Moody's,
to Moody's Investors Service, Inc., to 99 Church Street, New York, New York
10007, Attention of Asset Backed Securities Group, and (f) in the case of
Standard & Poor's, to Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., 55 Water Street, New York, New York 10004,
Attention of Asset Backed Surveillance Department. Any notice required or
permitted to be mailed to a Noteholder or Certificateholder shall be given by
first class mail, postage prepaid, at the address of such Person as shown in the
Note Register or the


                                       36
<PAGE>   41
Certificate Register, as applicable. Any notice so mailed within the time
prescribed in this Agreement shall be conclusively presumed to have been duly
given, whether or not the Noteholder or Certificateholder shall receive such
notice.

         SECTION 10.4. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 3.4, 4.1, 6.4 and 7.3 and as
provided in the provisions of this Agreement concerning the resignation of
Servicer, this Agreement may not be assigned by Seller or Servicer without the
prior written consent of the Owner Trustee, Indenture Trustee, the Noteholders
evidencing not less than 66 2/3% of the Outstanding Amount of the Notes and the
Certificateholders evidencing not less than 66 2/3% of the outstanding
Certificate Percentage Interests.

         SECTION 10.5. Litigation and Indemnities. If any suit, action,
proceeding (including any governmental or regulatory investigation), claim or
demand shall be brought or asserted against any Person in respect of which
indemnity may be sought pursuant to Sections 6.3 and 7.2, such Person (the
"Indemnified Person") shall promptly notify the person against whom such
indemnity may be sought (the "Indemnifying Person") in writing, and the
Indemnifying Person, upon request of the Indemnified Person, shall retain
counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others the Indemnifying Person may designate in such
proceeding and shall pay the reasonable fees and expenses of such counsel
related to such proceeding. The Indemnifying Person shall not be liable for any
settlement of any claim or proceeding effected without written consent, but if
settled with such consent of if there be a final judgment of the plaintiff, the
Indemnifying Person agrees to indemnify any Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. No Indemnifying
Person shall, without the prior written consent of the Indemnified Person,
effect any settlement of any pending or threatened proceeding in respect of
which any Indemnified Person is or could have been a party and indemnity could
have been sought hereunder by such Indemnified Person, unless such settlement
includes an unconditional release of such Indemnified Person from all liability
on claims that are the subject matter of such proceeding.

         SECTION 10.6. Limitations on Rights of Others. The provisions of this
Agreement are solely for the benefit of Seller, Servicer, Issuer, Owner Trustee
(individually and in its capacity as such) and Indenture Trustee (individually
and in its capacity as such) and for the benefit of the Certificateholders and
the Noteholders, as third-party beneficiaries, and nothing in this Agreement,
whether express or implied, shall be construed to give to any other Person any
legal or equitable right, remedy or claim in the Owner Trust Estate or under or
in respect of this Agreement or any covenants, conditions or provisions
contained herein.

         SECTION 10.7. Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not create or render unenforceable
such provision in any other jurisdiction.


                                       37
<PAGE>   42
         SECTION 10.8. Separate Counterparts. This Agreement may be executed by
the parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.

         SECTION 10.9. Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

         SECTION 10.10. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 10.11. Assignment to Indenture Trustee. Seller hereby
acknowledges and consents to any mortgage, pledge, assignment and grant of a
security interest by Issuer to Indenture Trustee pursuant to the Indenture for
the benefit of the Noteholders of all right, title and interest of Issuer in, to
and under the Receivables and/or the assignment of any or all of Issuer's rights
and obligations hereunder to Indenture Trustee.

         SECTION 10.12. Nonpetition Covenant. Notwithstanding any prior
termination of this Agreement, Owner Trustee, Indenture Trustee, Servicer and
Seller shall not, prior to the date which is one year and one day after the
termination of this Agreement with respect to Issuer, acquiesce, petition or
otherwise invoke or cause Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
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 Issuer or any substantial part of its property, or
ordering the winding up or liquidation of the affairs of Issuer. This Section
10.12 shall survive the termination of this Agreement.

         SECTION 10.13. Limitation of Liability of Owner Trustee and Indenture
Trustee.

         (a) Notwithstanding anything contained herein to the contrary, this
Agreement has been countersigned by Wilmington Trust Company not in its
individual capacity but solely in its capacity as Owner Trustee of Issuer and in
no event shall Wilmington Trust Company in its individual capacity or, except as
expressly provided in the Trust Agreement, as Owner Trustee have any liability
for the representations, warranties, covenants, agreements or other obligations
of 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 Issuer. For all purposes of this Agreement, in the performance of
its duties or obligations hereunder or in the performance of any duties or
obligations of Issuer hereunder, 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 accepted 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


                                       38
<PAGE>   43
representations, warranties, covenants, agreements or other obligations of
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 Issuer. For the purposes of this Agreement, in the performance of its duties
and obligations hereunder, Indenture Trustee shall be subject to, and entitled
to the benefits of, the terms and provisions of Article VI of the Indenture.

         SECTION 10.14. Further Assurances. Seller and the Servicer agree to do
and perform, from time to time, any and all acts and to execute any and all
further instruments required or reasonably requested by Owner Trustee or
Indenture Trustee more fully to effect the purposes of this Agreement,
including, without limitation, the execution of any financing statements or
continuation statements relating to the Receivables for filing under the
provisions of the UCC of any applicable jurisdiction.

         SECTION 10.15. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Owner Trustee, Indenture Trustee,
the Noteholders or the Certificateholders, any right, remedy, power or privilege
hereunder, shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, remedy, power or privilege hereunder preclude any other
or further exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges therein provided are
cumulative and not exhaustive of any rights, remedies, powers and privileges
provided by law.


                                       39
<PAGE>   44
          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and delivered by their respective duly authorized officers 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


                                   WELLS FARGO AUTO RECEIVABLES CORPORATION,
                                       as Seller


                                   By:      /s/ Paul Tsang
                                       -----------------------------------
                                       Name:   Paul Tsang
                                       Title:  Senior Vice President


                                   WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       as Servicer


                                   By:      /s/ Paul Tsang
                                       -----------------------------------
                                       Name:   Paul Tsang
                                       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


<PAGE>   45
                                   SCHEDULE A

                (Delivered on Disk to Trustee and Owner Trustee)
































                                  Schedule A-1
<PAGE>   46
                                   SCHEDULE B

                          Location of Receivables Files
                   -------------------------------------------

The Receivables sold by each Seller Affiliate to Seller and sold by Seller to
Issuer are located at the offices of such Seller Affiliate listed below.

Wells Fargo Bank, National Association
633 Folsom Street
San Francisco, California  94107-3618

Wells Fargo & Company
711 West Broadway Road
Tempe, Arizona  85282

Wells Fargo & Company
1350 Montego
Walnut Creek, California  94598

Wells Fargo Bank Northwest
3033 Elder Street
Boise, Idaho  83705














                                  Schedule B-1
<PAGE>   47
                                    EXHIBIT A

                            Form of Servicer's Report
                   -------------------------------------------
































                                   Exhibit A-1
<PAGE>   48
                                   APPENDIX X

                                   DEFINITIONS

         "Accrued Class A Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class A Noteholders' Monthly Accrued Interest for such
Payment Date and the Class A Noteholders Interest Carryover Shortfall for such
Payment Date.

         "Accrued Class B Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class B Noteholders' Monthly Accrued Interest for such
Payment Date and the Class B Noteholders Interest Carryover Shortfall for such
Payment Date.

         "Accrued Class C Note Interest" shall mean, with respect to any Payment
Date, the sum of the Class C Noteholders' Monthly Accrued Interest for such
Payment Date and the Class C Noteholders Interest Carryover Shortfall for such
Payment Date.

         "Act" is defined in Section 11.3(a) of the Indenture.

         "Administration Agreement" means the Administration Agreement, dated
May 16, 2001, among the Administrator, Wells Fargo Auto Trust 2001-A, as Issuer,
and The Chase Manhattan Bank as Indenture Trustee, as the same may be amended
and supplemented from time to time.

         "Administration Fee" is defined in Section 4 of the Administration
Agreement.

         "Administrator" means Wells Fargo Bank Minnesota, National Association
and each successor Administrator.

         "Affiliate" means, with respect to any specified Person, any other
Person controlling, controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. A Person shall not be
deemed to be an Affiliate of any specified Person solely because such other
Person has the contractual right or obligation to manage such specified Person
or act as servicer with respect to the financial assets of such specified Person
unless such other Person controls the specified Person through equity ownership
or otherwise.

         "Affiliate Security Agreement" means the agreement dated as of May 16,
2001 between Wells Fargo and the Indenture Trustee under which Wells Fargo
grants a security interest in its Receivables and certain other property
described therein to the Indenture Trustee.

         "Authenticating Agent" is defined in Section 2.13 of the Indenture.

         "Authorized Officer" means, with respect to Issuer and Servicer, any
officer of Owner Trustee or Servicer, as applicable, who is authorized to act
for Owner Trustee or Servicer, as applicable, in matters relating to Issuer and
who is identified on the list of Authorized Officers


                               Appendix X, Page 1
<PAGE>   49
delivered by each of Owner Trustee and Servicer to Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).

         "Available Collections" means, for any Payment Date, the sum of the
following amounts with respect to the Collection Period preceding such Payment
Date: (i) all payments collected with respect to the Receivables; (ii) all
Liquidation Proceeds attributable to Receivables which became Liquidated
Receivables during such Collection Period and all recoveries in respect of
Liquidated Receivables which were written off in prior Collection Periods; (iii)
the Purchase Amount received with respect to each Receivable that became a
Purchased Receivable during such Collection Period; and (iv) partial prepayments
of any refunded item included in the principal balance of a Receivable, such as
extended warranty protection plan costs, or physical damage, credit life or
disability insurance premiums; provided, however, that in calculating the
Available Collections the following will be excluded: (1) all payments and
proceeds (including Liquidation Proceeds) of any Receivables, the Purchase
Amount of which has been included in the Available Funds in a prior Collection
Period and (2) amounts consisting of the Supplemental Servicing Fee.

         "Available Funds" shall mean, for any Payment Date, the sum of
Available Collections for such Distribution Date and any investment earnings
accrued in the Reserve Account since the prior Payment Date.

         "Bank Regulatory Authorities" means the Federal Reserve Board, the
Federal Deposit Insurance Corporation and Office of the Comptroller of Currency.

         "Basic Documents" means the Purchase Agreement, the Indenture, the Note
Depository Agreement, the Sale and Servicing Agreement, the Trust Agreement, the
Administration Agreement, the Notes, the Certificates and other documents and
certificates delivered in connection therewith.

         "Benefit Plan" is defined in Section 3.12 of the Trust Agreement.

         "Book Entry Note" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.10 of the Indenture.

         "Business Day" means a day that is not a Saturday or a Sunday and that
in the States of New York, California and the State in which the Corporate Trust
Office is located is neither a legal holiday nor a day on which banking
institutions are authorized by law, regulation or executive order to be closed.

         "Certificate" means a certificate evidencing the beneficial interest of
a Certificateholder in the Trust, substantially in the form of Exhibit A to the
Trust Agreement.

         "Certificate Account Property" means the Certificate Distribution
Account, all amounts and investments held from time to time therein (whether in
the form of deposit account, Physical Property, book entry securities,
uncertificated securities or otherwise), and all proceeds of the foregoing.


                               Appendix X, Page 2
<PAGE>   50
         "Certificate Distribution Account" is defined in Section 5.1 of the
Trust Agreement.

         "Certificate Paying Agent" shall mean any paying agent or co-paying
agent appointed pursuant to Section 3.10 of the Trust Agreement and shall
initially be the Owner Trustee.

         "Certificate Percentage Interest" shall mean with respect to any
Certificate, the percentage interest of ownership in the Issuer represented
thereby as set forth on the face thereof.

         "Certificate Register" and "Certificate Registrar" means the register
mentioned and the registrar appointed pursuant to Section 3.4 of the Trust
Agreement.

         "Certificateholder" means the Person in whose name a Certificate is
registered on the Certificate Register.

         "Class" shall mean a class of Notes, which may be the Class A-1 Notes,
the Class A-2, Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B
Notes or Class C Notes.

         "Class A Noteholders' Interest Carryover Shortfall" means, for any
Payment Date, the excess of the Class A Noteholders' Monthly Accrued Interest
for the preceding Payment Date and any outstanding Class A Noteholders' Interest
Carryover Shortfall on such preceding Payment Date, over the amount in respect
of interest that is actually paid to Noteholders of the Class A Notes on such
preceding Payment Date, plus interest on the amount of interest due but not paid
to Noteholders of Class A Notes on the preceding Payment Date, to the extent
permitted by law at the respective Interest Rates borne by such Class A Notes
for the related Interest Period.

         "Class A Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, the aggregate interest accrued for the related
Interest Period on the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes at the respective Interest Rate for such Class and on
the outstanding principal amount of the Notes of each such Class on the
immediately preceding Payment Date or the Closing Date, as the case may be,
after giving effect to all payments of principal to the Noteholders of such
Class on or prior to such preceding Payment Date.

         "Class A Notes" shall mean, collectively, the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes.

         "Class A-1 Final Scheduled Payment Date" shall mean the May 2002
Payment Date.

         "Class A-1 Interest Rate" means 4.030% per annum. Interest with respect
to the Class A-1 Notes shall be computed on the basis of actual days elapsed and
a 360-day year for all purposes of the Basic Documents.

         "Class A-1 Noteholder" shall mean the Person in whose name a Class A-1
Note is registered on the Note Register.

         "Class A-1 Notes" means the Class A-1 4.030% Asset Backed Notes,
substantially in the form of Exhibit A-1 to the Indenture.


                               Appendix X, Page 3
<PAGE>   51
         "Class A-2 Final Scheduled Payment Date" shall mean the December 2003
Payment Date.

         "Class A-2 Interest Rate" means 4.250% per annum. Interest with respect
to the Class A-2 Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.

         "Class A-2 Noteholder" shall mean the Person in whose name a Class A-2
Note is registered on the Note Register.

         "Class A-2 Notes" means the Class A-2 4.250% Asset Backed Notes,
substantially in the form of Exhibit A-2 to the Indenture.

         "Class A-3 Final Scheduled Payment Date" shall mean the February 2005
Payment Date.

         "Class A-3 Interest Rate" means 4.680% per annum. Interest with respect
to the Class A-3 Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.

         "Class A-3 Noteholder" shall mean the Person in whose name a Class A-3
Note is registered on the Note Register.

         "Class A-3 Notes" means the Class A-3 4.680% Asset Backed Notes,
substantially in the form of Exhibit A-3 to the Indenture.

         "Class A-4 Final Scheduled Payment Date" shall mean the March 2008
Payment Date.

         "Class A-4 Interest Rate" means 5.070% per annum. Interest with respect
to the Class A-4 Notes shall be computed on the basis of a 360-day year
consisting of twelve 30-day months for all purposes of the Basic Documents.

         "Class A-4 Noteholder" shall mean the Person in whose name a Class A-4
Note is registered on the Note Register.

         "Class A-4 Notes" means the Class A-4 5.070% Asset Backed Notes
substantially in the form of Exhibit A-4 to the Indenture.

         "Class B Final Scheduled Payment Date" shall mean the March 2008
Payment Date.

         "Class B Interest Rate" means 4.910% per annum. Interest with respect
to the Class B Notes shall be computed on the basis of a 360-day year consisting
of twelve 30-day months for all purposes of the Basic Documents.

         "Class B Noteholder" shall mean the Person in whose name a Class B Note
is registered on the Note Register.

         "Class B Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the excess of the Class B Noteholders' Monthly
Accrued Interest for the


                               Appendix X, Page 4
<PAGE>   52
preceding Payment Date and any outstanding Class B Noteholders' Interest
Carryover Shortfall on such preceding Payment Date, over the amount in respect
of interest that is actually paid to Noteholders of Class B Notes on such
preceding Payment Date, plus interest on the amount of interest due but not paid
to Noteholders of Class B Notes on the preceding Payment Date, to the extent
permitted by law at the Class B Rate for the related Interest Period.

         "Class B Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, the aggregate interest accrued for the related
Interest Period on the Class B Notes at the Class B Note Rate on the outstanding
principal amount of the Class B Notes on the immediately preceding Payment Date
or the Closing Date, as the case may be, after giving effect to all payments of
principal to the Noteholders of the Class B Notes on or prior to such preceding
Payment Date.

         "Class B Notes" means the Class B 4.910% Asset Backed Notes,
substantially in the form of Exhibit B to the Indenture.

         "Class C Final Scheduled Payment Date" shall mean the March 2008
Payment Date.

         "Class C Interest Rate" means 5.500% per annum. Interest with respect
to the Class C Notes shall be computed on the basis of a 360-day year consisting
of twelve 30-day months for all purposes of the Basic Documents.

         "Class C Noteholder" shall mean the Person in whose name a Class C Note
is registered on the Note Register.

         "Class C Noteholders' Interest Carryover Shortfall" shall mean, with
respect to any Payment Date, the excess of the Class C Noteholders' Monthly
Accrued Interest for the preceding Payment Date and any outstanding Class C
Noteholders' Interest Carryover Shortfall on such preceding Payment Date, over
the amount in respect of interest that is actually paid to Noteholders of Class
C Notes on such preceding Payment Date, plus interest on the amount of interest
due but not paid to Noteholders of Class C Notes on the preceding Payment Date,
to the extent permitted by law at the Class C Rate for the related Interest
Period.

         "Class C Noteholders' Monthly Accrued Interest" shall mean, with
respect to any Payment Date, the aggregate interest accrued for the related
Interest Period on the Class C Notes at the Class C Note Rate on the outstanding
principal amount of the Class C Notes on the immediately preceding Payment Date
or the Closing Date, as the case may be, after giving effect to all payments of
principal to the Noteholders of the Class C Notes on or prior to such preceding
Payment Date.

         "Class C Notes" means the Class C 5.500% Asset Backed Notes,
substantially in the form of Exhibit C to the Indenture.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.


                               Appendix X, Page 5
<PAGE>   53
         "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

         "Closing Date" means May 16, 2001.

         "Code" means the Internal Revenue Code of 1986 and Treasury Regulations
promulgated thereunder.

         "Collateral" is defined in the Granting Clause of the Indenture.

         "Collection Account" means the account designated as such, established
and maintained pursuant to Section 5.1 of the Sale and Servicing Agreement.

         "Collection Period" means, (a) in the case of the initial Collection
Period, the period from but not including the Cutoff Date to and including May
30, 2001 and (b) thereafter, each calendar month during the term of the Sale and
Servicing Agreement. With respect to any Determination Date, Deposit Date or
Payment Date, the "related Collection Period" means the Collection Period
preceding the month in which such Determination Date, Deposit Date or Payment
Date occurs.

         "Collections" means all collections on the Receivables and any proceeds
from Insurance Policies and lender's single interest insurance policies.

         "Commission" means the Securities and Exchange Commission.

         "Contract Rate" means, with respect to a Receivable, the rate per annum
of interest charged on the outstanding principal balance of such Receivable.

         "Controlling Note Class" means, with respect any Notes Outstanding, the
Class A Notes (voting together as a single class) as long as any Class A Notes
are Outstanding, and thereafter the Class B Notes, as long as any Class B Notes
are outstanding, and thereafter the Class C Notes, as long as any Class C Notes
are Outstanding (excluding Notes held by Seller, the Servicer or their
Affiliates).

         "Corporate Trust Office" means:

         (a) as used in the Indenture, or otherwise with respect to Indenture
Trustee, the principal office of Indenture Trustee at which at any particular
time its corporate trust business shall be administered which office at date of
the execution of the Indenture is located at 450 West 33rd Street, New York, New
York 10003, Attention: Jennifer Baran, Telephone: (212) 946-3881; Facsimile:
(212) 946-8302 or at such other address as Indenture Trustee may designate from
time to time by notice to the Noteholders, Servicer and Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and Issuer); and

         (b) as used in the Trust Agreement, or otherwise with respect to Owner
Trustee, the principal corporate trust office of Owner Trustee located at 1100
North Market Street,


                               Appendix X, Page 6
<PAGE>   54
Wilmington, Delaware 19890 or at such other address as Owner Trustee may
designate by notice to the Certificateholders and Depositor, or the principal
corporate trust office of any successor Owner Trustee (the address of which the
successor owner trustee will notify the Certificateholders and Depositor).

         "Custodian" means Servicer in its capacity as agent of Issuer, as
custodian of the Receivable Files and any Seller Affiliate acting as agent for
Servicer for the purpose of maintaining custody of the Receivables Files.

         "Cutoff Date" means May 1, 2001.

         "Cutoff Date Principal Balance" means, with respect to any Receivable,
the Initial Principal Balance of such Receivable minus the sum of the portion of
all payments received under such Receivable from or on behalf of the related
Obligor on or prior to the Cutoff Date and allocable to principal in accordance
with the terms of the Receivable.

         "Dealer" means, with respect to any Receivable, the seller of the
related Financed Vehicle.

         "Dealer Agreement" means an agreement between an Originator and a
Dealer pursuant to which such Originator acquires Motor Vehicle Loans from the
Dealer or agrees to originate Motor Vehicle Loans in connection with the retail
sale of Motor Vehicles by such Dealer.

         "Dealer Recourse" means, with respect to any Dealer, any rights and
remedies against such Dealer under the related Dealer Agreement (other than with
respect to any breach of representation or warranty thereunder) with respect to
credit losses on a Receivable secured by a Financed Vehicle sold by such Dealer.

         "Default" means any occurrence that is, or with notice or the lapse of
time or both would become, an Event of Default.

         "Defaulted Receivable" means, with respect to any Collection Period, a
Receivable (other than a Purchased Receivable) which Servicer has determined to
charge off during such Collection Period in accordance with its customary
servicing practices (and, in no event later than the end of the Collection
Period during which any payment on a Receivable shall have become 120 days past
due).

         "Definitive Notes" is defined in Section 2.10 of the Indenture.

         "Delivery" when used with respect to Trust Account Property means:

         (a) with respect to bankers' acceptances, commercial paper, negotiable
certificates of deposit and other obligations that constitute "instruments"
within the meaning of Section 9-105(l)(i) of the UCC (or any successor
provision) and are susceptible of physical delivery, transfer thereof to
Indenture Trustee or its nominee or custodian by physical delivery to Indenture
Trustee or its nominee or custodian endorsed to, or registered in the name of,
Indenture Trustee or its nominee or custodian or endorsed in blank, and, with
respect to a "certificated security" (as defined in Section 8-102 of the UCC)
transfer thereof (i) by delivery of such


                               Appendix X, Page 7
<PAGE>   55
certificated security endorsed to, or registered in the name of, Indenture
Trustee or its nominee or custodian or endorsed in blank to a financial
intermediary (as defined in Section 8- 313 of the UCC, and which may be the
Indenture Trustee) and the making by such "financial intermediary" of entries on
its books and records identifying such certificated securities as belonging to
Indenture Trustee or its nominee or custodian and the sending by such financial
intermediary of a confirmation of the purchase of such certificated security by
Indenture Trustee or its nominee or custodian, or (ii) by delivery thereof to a
"clearing corporation" (as defined in Section 8-102(3) of the UCC) and the
making by such clearing corporation of appropriate entries on its books reducing
the appropriate securities account of the transferor and increasing the
appropriate securities account of a financial intermediary by the amount of such
certificated security, the identification by the clearing corporation of the
certificated securities for the sole and exclusive account of the financial
intermediary, the maintenance of such certificated securities by such clearing
corporation or a "custodian bank" (as defined in Section 8- 102(4) of the UCC)
or the nominee of either subject to the clearing corporation's exclusive
control, the sending of a confirmation by the financial intermediary of the
purchase by Indenture Trustee or its nominee or custodian of such securities and
the making by such financial intermediary of entries on its books and records
identifying such certificated securities as belonging to Indenture Trustee or
its nominee or custodian (all of the foregoing, "Physical Property"), and, in
any event, any such Physical Property in registered form shall be in the name of
Indenture Trustee or its nominee or custodian; and such additional or
alternative procedures as may hereafter become appropriate to effect the
complete transfer of ownership of any such Trust Account Property to Indenture
Trustee or its nominee or custodian, consistent with changes in applicable law
or regulations or the interpretation thereof;

         (b) with respect to any securities issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that is a book-entry security held through the Federal Reserve
System pursuant to Federal book-entry regulations, the following procedures, all
in accordance with applicable law, including applicable Federal regulations and
Articles 8 and 9 of the UCC: book-entry registration of such Trust Account
Property to an appropriate book-entry account maintained with a Federal Reserve
Bank by a financial intermediary which is also a "depository" pursuant to
applicable Federal regulations and issuance by such financial intermediary of a
deposit advice or other written confirmation of such book-entry registration to
Indenture Trustee or its nominee or custodian of the purchase by Indenture
Trustee or its nominee or custodian of such book-entry securities; the making by
such financial intermediary of entries in its books and records identifying such
book entry security held through the Federal Reserve System pursuant to Federal
book-entry regulations as belonging to Indenture Trustee or its nominee or
custodian and indicating that such custodian holds such Trust Account Property
solely as agent for Indenture Trustee or its nominee or custodian; and such
additional or alternative procedures as may hereafter become appropriate to
effect complete transfer of ownership of any such Trust Account Property to
Indenture Trustee or its nominee or custodian, consistent with changes in
applicable law or regulations or the interpretation thereof; and

         (c) with respect to any item of Trust Account Property that is an
uncertificated security under Article 8 of the UCC and that is not governed by
clause (b) above, registration on the books and records of the issuer thereof in
the name of the financial intermediary, the sending of a confirmation by the
financial intermediary of the purchase by Indenture Trustee or its


                               Appendix X, Page 8
<PAGE>   56
nominee or custodian of such uncertificated security and the making by such
financial intermediary of entries on its books and records identifying such
uncertificated certificates as belonging to Indenture Trustee or its nominee or
custodian.

         "Demand Note" means a demand note, issued by Wells Fargo Bank, National
Association, to the Seller, in the amount of $5,599,458.93, substantially in the
form of Exhibit C to the Sale and Servicing Agreement.

         "Deposit Date" means, with respect to any Collection Period, the
Business Day preceding the related Payment Date.

         "Depositor" means Seller in its capacity as Depositor under the Trust
Agreement.

         "Determination Date" means, with respect to any Collection Period, the
Business Day preceding the related Payment Date by two Business Days.

         "Dollar" and the sign "$" mean lawful money of the United States.

         "Eligible Deposit Account" means either (a) a segregated account with
an Eligible Institution or (b) a segregated trust account with the corporate
trust department of a depository institution acting in its fiduciary capacity
organized under the laws of the United States of America or any one of the
states thereof or the District of Columbia (or any domestic branch of a foreign
bank), having corporate trust powers and acting as trustee for funds deposited
in such account, so long as the long-term unsecured debt of such depository
institution shall have a credit rating from each Rating Agency in one of its
generic rating categories which signifies investment grade. Any such trust
account may be maintained with Owner Trustee, Indenture Trustee or any of their
respective Affiliates and any such trust account (other than the Reserve
Account) may be maintained with Wells Fargo, or any of its Affiliates, if such
accounts meet the requirements described in clause (a) of the preceding
sentence.

         "Eligible Institution" means a depository institution (which may be
Servicer (or any Affiliate of Servicer) Owner Trustee or Indenture Trustee, or
any of their respective Affiliates) organized under the laws of the United
States of America or any one of the states thereof or the District of Columbia
(or any domestic branch of a foreign bank), (a) which has (i) either a long-term
senior unsecured debt rating of AA or a short-term senior unsecured debt or
certificate of deposit rating of A-1 or better by Standard & Poor's and (ii)(A)
a short-term senior unsecured debt rating of A-l or better by Standard & Poor's
and (B) a short-term senior unsecured debt rating of P-1 or better by Moody's,
or any other long-term, short-term or certificate of deposit rating acceptable
to the Rating Agencies and (b) whose deposits are insured by the Federal Deposit
Insurance Corporation. If so qualified, Servicer, any Affiliate of Servicer,
Owner Trustee or Indenture Trustee may be considered an Eligible Institution.

         "Eligible Investments" shall mean any one or more of the following
types of investments:

         (a) direct obligations of, and obligations fully guaranteed as to
timely payment by, the United States of America;


                               Appendix X, Page 9
<PAGE>   57
         (b) demand deposits, time deposits or certificates of deposit of any
depository institution (including any Affiliate of Seller and Indenture Trustee,
Owner Trustee or any Affiliate of Indenture Trustee or Owner Trustee) or trust
company incorporated under the laws of the United States of America or any state
thereof or the District of Columbia (or any domestic branch of a foreign bank)
and subject to supervision and examination by United States federal or state
banking or depository institution authorities (including depository receipts
issued by any such institution or trust company as custodian with respect to any
obligation referred to in clause (a) above or a portion of such obligation for
the benefit of the holders of such depository receipts); provided that at the
time of the investment or contractual commitment to invest therein (which shall
be deemed to be made again each time funds are reinvested following each Payment
Date), the commercial paper or other short-term senior unsecured debt
obligations (other than such obligations the rating of which is based on the
credit of a person other than such depository institution or trust company) of
such depository institution or trust company shall have a credit rating from
Standard & Poor's of A-1 and from Moody's of P-1;

         (c) commercial paper (including commercial paper of any Affiliate of
Seller and Indenture Trustee, Owner Trustee or any Affiliate of Indenture
Trustee or Owner Trustee) having, at the time of the investment or contractual
commitment to invest therein, a rating from Standard & Poor's of A-1 and from
Moody's of P-1;

         (d) investments in money market funds (including funds for which
Indenture Trustee or Owner Trustee or any of their respective Affiliates or any
of Seller's Affiliates is investment manager or advisor) having a rating from
Standard & Poor's of AAA-m or AAAm-G and from Moody's of Aaa;

         (e) bankers' acceptances issued by any depository institution or trust
company referred to in clause (b) above;

         (f) repurchase obligations with respect to any security that is a
direct obligation of, or fully guaranteed by, the United States of America or
any agency or instrumentality thereof the obligations of which are backed by the
full faith and credit of the United States of America, in either case entered
into with a depository institution or trust company (acting as principal)
referred to in clause (b) above; and

         (g) any other investment with respect to which each Rating Agency has
provided written notice that such investment would not cause such Rating Agency
to downgrade or withdraw its then current rating of any class of Notes or the
Certificates.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

         "Event of Default" is defined in Section 5.1 of the Indenture.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief
Accounting Officer, President, Executive Vice President, any Vice President, the
Secretary or the Treasurer of such corporation; and with


                               Appendix X, Page 10
<PAGE>   58
respect to any limited liability company or partnership, a similar official with
respect to any direct or indirect member or general partner thereof.

         "Financed Vehicle" means a new or used automobile or light duty truck,
together with all accessions thereto, securing an Obligor's indebtedness under
the respective Receivable.

         "First Priority Principal Distribution Amount" shall mean, with respect
to any Payment Date" an amount equal to the excess, if any, of (a) the aggregate
outstanding principal amount of the Class A Notes as of the preceding Payment
Date (after giving effect to any principal payments made on the Class A Notes on
such preceding Payment Date) over (b) the Pool Balance at the end of the
Collection Period preceding such Payment Date; provided, however, that the First
Priority Principal Distribution Amount shall not exceed the sum of the aggregate
outstanding principal amount of all of the Notes on such Payment Date (prior to
giving effect to any principal payments made on the Notes on such Payment Date);
and provided, further, that the First Priority Principal Distribution Amount on
or after the Final Scheduled Payment Date of a Class of Class A Notes shall not
be less than the amount that is necessary to reduce the outstanding principal
amount of such Class of Class A Notes and all earlier maturing classes of Class
A Notes to zero.

         "GAAP" is defined in Section 10.1 of the Sale and Servicing Agreement.

         "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to the Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto. Other forms of the verb "to Grant"
shall have correlative meanings.

         "Holder" means, as the context may require, a Certificateholder or a
Noteholder or both.

         "Indemnified Parties" is defined in Section 8.2 of the Trust Agreement.

         "Indenture" means the Indenture dated as of May 16, 2001, between
Issuer and Indenture Trustee, as the same may be amended and supplemented from
time to time.

         "Indenture Trustee" means The Chase Manhattan Bank, a New York banking
corporation, not in its individual capacity but as trustee under the Indenture,
or any successor trustee under the Indenture.

         "Independent" means, when used with respect to any specified Person,
that the person (a) is in fact independent of Issuer, any other obligor upon the
Notes, Seller and any Affiliate of any of the foregoing persons, (b) does not
have any direct financial interest or any material indirect financial interest
(other than less than 5% of the outstanding amount of any publicly traded


                               Appendix X, Page 11
<PAGE>   59
security) in Issuer, any such other obligor, Seller or any Affiliate of any of
the foregoing Persons and (c) is not connected with Issuer, any such other
obligor, Seller or any Affiliate of any of the foregoing Persons as an officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.

         "Independent Certificate" means a certificate or opinion to be
delivered to Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order and approved by the Administrator in the exercise of reasonable
care, and such opinion or certificate shall state that the signer has read the
definition of "Independent" in the Indenture and that the signer is Independent
within the meaning thereof.

         "Initial Overcollateralization Amount" means $11,200,523.87.

         "Initial Principal Balance" means, in respect of a Receivable, the
amount advanced under the Receivable toward the purchase price of the Financed
Vehicle and related costs, including accessories, service and warranty
contracts, insurance premiums, other items customarily financed as part of
retail motor vehicle loans and/or retail installment sales contracts and other
fees charged by a Seller Affiliate or the applicable Dealer and included in the
amount to be financed, the total of which is shown as the initial principal
balance in the note and security agreement or retail installment sale contract
evidencing and securing such Receivable.

         "Insolvency Event" means, for a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable Federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver (including any
receiver appointed under the Financial Institutions Reform, Recovery and
Enforcement Act of 1989, as amended), liquidator, assignee, custodian, trustee,
sequestrator or similar official for such Person or for any substantial part of
its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable Federal or state bankruptcy, insolvency or
other similar law now or hereafter in effect, or the consent by such Person to
the entry of an order for relief in an involuntary case under any such law, or
the consent by such Person to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the
making by such Person of any general assignment for the benefit of creditors, or
the failure by such Person generally to pay its debts as such debts become due,
or the taking of action by such Person in furtherance of any of the foregoing.

         "Insurance Policies" means, all credit life and disability insurance
policies maintained by the Obligors and all Physical Damage Insurance Policies.

         "Interest Distribution Subaccount" shall mean the administrative
subaccount of the Note Distribution Account established and maintained as such
pursuant to Section 5.1 of the Sale and Servicing Agreement.


                               Appendix X, Page 12
<PAGE>   60
         "Interest Period" means, with respect to any Payment Date, (i) with
respect to the Class A-1 Notes from and including the Closing Date (in the case
of the first Payment Date) or from and including the most recent Payment Date on
which interest has been paid to, but excluding, the following Payment Date and
(ii) with respect to each Class of Notes other than the Class A-1 Notes, from
and including the Closing Date (in the case of the first Payment Date) or from
and including the fifteenth day of the calendar month preceding each Payment
Date to, but excluding, the fifteenth day of the following calendar month.

         "Interest Rate" means, (a) with respect to the Class A-1 Notes, the
Class A-1 Interest Rate, (b) with respect to the Class A-2 Notes, the Class A-2
Interest Rate, (c) with respect to the Class A-3 Notes, the Class A-3 Interest
Rate, (d) with respect to the Class A-4 Notes, the Class A-4 Interest Rate, (e)
with respect to the Class B Notes, the Class B Interest Rate and (f) with
respect to the Class C Notes, the Class C Interest Rate.

         "IRS" means the Internal Revenue Service.

         "Issuer" means Wilmington Trust Company in its capacity as Owner
Trustee of Wells Fargo Auto Trust 2001-A.

         "Issuer Order" and "Issuer Request" means a written order or request
signed in the name of Issuer by any one of its Authorized Officers and delivered
to Indenture Trustee.

         "Lien" means a security interest, lien, charge, pledge, preference,
participation interest or encumbrance of any kind, other than liens for taxes
not yet due and payable, mechanics' or materialmen's liens and other liens for
work, labor or materials, and any other liens that may attach by operation of
law.

         "Liquidation Proceeds" means, with respect to any Receivable that has
become a Defaulted Receivable, (a) insurance proceeds received by Servicer with
respect to the Insurance Policies, (b) amounts received by Servicer in
connection with such Defaulted Receivable pursuant to the exercise of rights
under that Receivable and (c) the monies collected by Servicer (from whatever
source, including proceeds of a sale of a Financed Vehicle, a deficiency balance
recovered after the charge-off of the related Receivable or as a result of any
Dealer Recourse) on such Defaulted Receivable net of any expenses incurred by
Servicer in connection therewith and any payments required by law to be remitted
to the Obligor.

         "Moody's" means Moody's Investors Service, Inc., or its successor.

         "Motor Vehicle" means a new or used automobile, minivan, sport utility
vehicle, passenger van or light duty truck.

         "Motor Vehicle Loan" means a retail installment sales contract secured
by a Motor Vehicle originated by a Dealer and purchased by Seller or a Seller
Affiliate.

         "Note" means a Class A Note, Class B Note or Class C Note.

         "Note Depository Agreement" means the letter of representations among
the Issuer, the Note Paying Agent and The Depository Trust Company, as the
initial Clearing Agency, dated as


                               Appendix X, Page 13
<PAGE>   61
of the Closing Date, relating to the Notes, as the same may be amended or
supplemented from time to time.

         "Note Distribution Account" means the account designated as such,
established and maintained pursuant to Section 5.1 of the Sale and Servicing
Agreement.

         "Note Owner" means, with respect to a Book-Entry Note, the person who
is the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).

         "Note Paying Agent" shall mean the Indenture Trustee or any other
Person that meets the eligibility standards for the Indenture Trustee specified
in Section 6.11 of the Indenture and is authorized by the Issuer to make
payments to and distributions from the Trust Accounts, including payment of
principal of or interest on the Notes on behalf of the Issuer.

         "Note Pool Factor" for each class of Notes as of the close of business
on a Payment Date means a seven-digit decimal figure equal to the outstanding
principal balance of such class of Notes divided by the original outstanding
principal balance of such class of Notes. The Note Pool Factor for each class of
Notes will be 1.0000000 as of the Cutoff Date; thereafter, the Note Pool Factor
for each class of Notes will decline to reflect reductions in the outstanding
principal balance of such class of Notes.

         "Note Register" and "Note Registrar" are defined in Section 2.4 of the
Indenture.

         "Noteholder" means the Person in whose name a Note is registered on the
Note Register.

         "Obligor" means, with respect to a Receivable, the borrower or
co-borrowers under the related Receivable and any co-signer of the Receivable or
other Person who owes or may be primarily or secondarily liable for payments
under such Receivable.

         "Officer's Certificate" means: (a) for purposes of the Indenture, a
certificate signed by any Authorized Officer of Issuer, under the circumstances
described in, and otherwise complying with, the applicable requirements of
Section 11.1 and TIA Section 314, and delivered to Indenture Trustee; and (b)
otherwise, a certificate signed by the chairman, the president, any vice
president or the treasurer of Seller or Servicer, as the case may be, and
delivered to Indenture Trustee. Unless otherwise specified, any reference in the
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of Issuer.

         "Opinion of Counsel" means one or more written opinions of counsel who
may, except as otherwise expressly provided in the Indenture, be employees of or
counsel to Issuer and who shall be satisfactory to Issuer, Owner Trustee or
Indenture Trustee, as applicable, and which opinion or opinions shall be
addressed to Issuer, Owner Trustee, or Indenture Trustee, as applicable and
shall be in form and substance satisfactory to the Issuer, Owner Trustee, and
Indenture Trustee, as applicable.


                               Appendix X, Page 14
<PAGE>   62
         "Original Pool Balance" means the Pool Balance as of the Cutoff Date,
which was $746,594,523.87.

         "Originator" means, with respect to any Motor Vehicle Loan, the Seller
Affiliate that acquired such Motor Vehicle Loan from a Dealer or other Person.

         "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under the Indenture except:

         (a) Notes theretofore canceled by Note Registrar or delivered to Note
Registrar for cancellation;

         (b) Notes or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with Indenture Trustee or any
Paying Agent in trust for the Holders of such Notes (provided that if such Notes
are to be redeemed, notice of such redemption has been duly given pursuant to
the Indenture or provision therefor, satisfactory to Indenture Trustee); and

         (c) Notes in exchange for or in lieu of other Notes which have been
authenticated and delivered pursuant to the Indenture unless proof satisfactory
to Indenture Trustee is presented that any such Notes are held by a bona fide
purchaser;

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned by
Issuer, any other obligor upon the Notes, Seller or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether Indenture Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of Indenture Trustee either
actually knows to be so owned or has received written notice thereof shall be so
disregarded. Notes so owned that have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of Indenture
Trustee the pledgee's right so to act with respect to such Notes and that the
pledgee is not Issuer, any other obligor upon the Notes, Seller or any Affiliate
of any of the foregoing Persons.

         "Outstanding Amount" means the aggregate principal amount of all Notes,
or class of Notes, as applicable, Outstanding at the date of determination.

         "Owner Trust Estate" means all right, title and interest of Issuer in
and to the property and rights assigned to Issuer pursuant to Article II of the
Sale and Servicing Agreement, all funds on deposit from time to time in the
Trust Accounts and the Certificate Distribution Account and all other property
of Issuer from time to time, including any rights of Owner Trustee and Issuer
pursuant to the Sale and Servicing Agreement.

         "Owner Trustee" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as owner trustee under
the Trust Agreement, and any successor Owner Trustee hereunder.


                               Appendix X, Page 15
<PAGE>   63
         "Paying Agent" means: (a) when used in the Indenture or otherwise with
respect to the Notes, Indenture Trustee or any other Person that meets the
eligibility standards for Indenture Trustee specified in Section 6.11 of the
Indenture and is authorized by Issuer to make the payments to and distributions
from the Collection Account and the Note Distribution Account, including payment
of principal of or interest on the Notes on behalf of Issuer; and (b) when used
in the Trust Agreement or otherwise with respect to the Certificates, Owner
Trustee or any other paying agent or co-paying agent appointed pursuant to
Section 3.9 of the Trust Agreement.

         "Payment Date" means the 15th day of each month (or, if the 15th day is
not a Business Day, the next succeeding Business Day), commencing June 15, 2001.

         "Person" means a legal person, including any individual, corporation,
estate, partnership, limited liability company, joint venture, association,
joint stock company, trust, unincorporated organization, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.

         "Physical Damage Insurance Policy" means a theft and physical damage
insurance policy maintained by the Obligor under a Receivable, providing
coverage against loss or damage to or theft of the related Financed Vehicle.

         "Physical Property" is defined in the definition of "Delivery" above.

         "Pool Balance" means, at any time, the aggregate Principal Balance of
the Receivables (excluding Purchased Receivables and Defaulted Receivables) at
such time.

         "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 of the Indenture in lieu of a
mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same
debt as the mutilated, lost, destroyed or stolen Note.

         "Principal Balance" means, as of any time, for any Receivable, the
principal balance of such Receivable under the terms of the Receivable
determined in accordance with the Servicer's customary practices.

         "Principal Distribution Subaccount" shall mean the administrative
subaccount of the Note Distribution Account established and maintained as such
pursuant to Section 5.1 of the Sale and Servicing Agreement.

         "Proceeding" means any suit in equity, action at law or other judicial
or administrative proceeding.

         "Purchase Agreement" means the agreement dated as of May 16, 2001
between a Seller Affiliate and Seller under which such Seller Affiliate sells
Receivables to Seller.

         "Purchase Amount" of any Receivable means, with respect to any Deposit
Date and the last day of the related Collection Period, an amount equal to the
sum of (a) the outstanding Principal Balance of such Receivable as of the last
day of such Collection Period and (b) the


                               Appendix X, Page 16
<PAGE>   64
amount of accrued and unpaid interest on such Principal Balance at the related
Contract Rate from the date a payment was last made by or on behalf of the
Obligor through and including the last day of such Collection Period, in each
case after giving effect to the receipt of monies collected on such Receivable
in such Collection Period.

         "Purchased Receivable" means a Receivable purchased as of the close of
business on the last day of a Collection Period by Servicer pursuant to Section
4.7 of the Sale and Servicing Agreement or repurchased by Seller pursuant to
Section 3.3 of the Sale and Servicing Agreement.

         "Rating Agencies" means Moody's and Standard & Poor's.

         "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have been given 10 days' prior notice thereof (or such
shorter period as shall be acceptable to the Rating Agencies) and that none of
the Rating Agencies shall have notified Seller, Servicer, Owner Trustee or
Indenture Trustee in writing that such action will, in and of itself, result in
a reduction, qualification or withdrawal of the then current rating of any class
of Notes, or the Certificates.

         "Receivable" means each Motor Vehicle Loan described in the Schedule of
Receivables, but excluding (i) Defaulted Receivables to the extent the Principal
Balances thereof have been deposited in the Collection Account and (ii) any
Purchased Receivables.

         "Receivable Files" is defined in Section 3.4 of the Sale and Servicing
Agreement.

         "Record Date" means, with respect to any Payment Date or Redemption
Date, the close of business on the day immediately preceding such Payment Date
or Redemption Date; or, if Definitive Notes or Definitive Certificates have been
issued, the last day of the month preceding such Payment Date or Redemption
Date.

         "Recourse Transfer Amount" means, with respect to any Payment Date, an
amount equal to the lesser of (a) the amount paid on the Demand Note with
respect to such Payment Date, or, if the proceeds thereof have been deposited
into the Reserve Account, the amount of cash or other immediately available
funds on deposit in the Reserve Account on such Payment Date, and (b) the
amount, if any, by which (1) the Total Required Payments for such Payment Date
exceeds (2) the Available Funds for such Payment Date.

         "Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.1(a) of the Indenture or a payment to Noteholders
pursuant to Section 10.1(b) of the Indenture, the Payment Date specified by
Servicer or Issuer pursuant to such Section 10.1(a) or (b).

         "Redemption Price" means, in the case of a redemption of the Notes
pursuant to Section 10.1(a) of the Indenture, an amount equal to the unpaid
principal amount of the then outstanding Notes plus accrued and unpaid interest
thereon to but excluding the Redemption Date.

         "Regular Principal Distribution Amount" shall mean, with respect to any
Payment Date, an amount not less than zero equal to (x) the excess, if any, of
(1) the sum of (a) the aggregate


                               Appendix X, Page 17
<PAGE>   65
outstanding principal amount of all the Notes as of the preceding Payment Date
(after giving effect to any principal payments made on the Notes on such
preceding Payment Date) or the Closing Date, as the case may be plus (b) the
Initial Overcollateralization Amount minus (c) the cumulative dollar amount of
distributions paid to the Certificateholders on all prior Payment Dates from
amounts on deposit in the Principal Distribution Subaccount, over (2) the Pool
Balance at the end of the Collection Period preceding such Payment Date, minus
(y) the sum of the First Priority Principal Distribution Amount, if any, and the
Second Priority Principal Distribution Amount, if any, each with respect to such
Payment Date; provided, however, that the Regular Principal Distribution Amount
shall not exceed the sum of the aggregate outstanding principal amount of all of
the Notes on such Payment Date (after giving effect to any principal payments
made on the Notes on such Payment Date in respect of the First Priority
Principal Distribution Amount, if any, and the Second Priority Principal
Distribution Amount, if any); and provided, further, that the Regular Principal
Distribution Amount on or after the Class C Final Scheduled Payment Date shall
not be less than the amount that is necessary to reduce the outstanding
principal amount of the Class C Notes to zero.

         "Related Agreements" shall have the meaning specified in the recitals
to the Administration Agreement.

         "Required Rating" means a rating with respect to short term deposit
obligations of at least P-1 by Moody's and at least A-1 by Standard & Poor's.

         "Reserve Account" means the account designated as such, established and
maintained pursuant to Section 5.8 of the Sale and Servicing Agreement.

         "Reserve Account Property" means the Reserve Account and all proceeds
of the Reserve Account, including all securities, investments, general
intangibles, financial assets and investment property from time to time credited
to and any security entitlement to the Reserve Account.

         "Responsible Officer" means, with respect to Indenture Trustee, any
officer within the Corporate Trust Office of Indenture Trustee and having
responsibility with respect to the Notes and the other Basic Documents,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary, or any other officer of Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement
among Issuer, Indenture Trustee, Wells Fargo, as Servicer, and Wells Fargo Auto
Receivables Corporation, as Seller, dated as of May 16, 2001, as the same may be
amended and supplemented from time to time.

         "Schedule of Receivables" means, with respect to the Motor Vehicle
Loans to be conveyed to Seller by each Seller Affiliate and to Issuer by Seller,
the list identifying such Motor Vehicle Loans delivered to Indenture Trustee at
the Closing.


                               Appendix X, Page 18
<PAGE>   66
         "Second Priority Principal Distribution Amount" shall mean, with
respect to any Payment Date, an amount not less than zero equal to (i) the
excess, if any, of (a) the sum of (1) the aggregate outstanding principal amount
of the Class A Notes and Class B Notes as of the preceding Payment Date (after
giving effect to any principal payments made on the Class A Notes and the Class
B Notes on such preceding Payment Date) over (b) the Pool Balance at the end of
the Collection Period preceding such Payment Date, minus (ii) the First Priority
Principal Distribution Amount, if any, with respect to such Payment Date;
provided, however, that the Second Priority Principal Distribution Amount shall
not exceed the aggregate outstanding principal amount of the Notes on such
Payment Date (after giving effect to any principal payment made on the Notes on
such Payment Date in respect of the First Priority Principal Distribution
Amount, if any); and provided, further, that the Second Priority Principal
Distribution Amount on or after the Class B Final Scheduled Distribution Date
shall not be less than the amount that is necessary to reduce the outstanding
principal amount of the Class B Notes to zero.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Intermediary" is defined in Section 5.8 of the Sale and
Servicing Agreement.

         "Seller" means Wells Fargo Auto Receivables Corporation, a Delaware
corporation, and any successor pursuant to Section 6.4 of the Sale and Servicing
Agreement.

         "Seller Affiliate" means Wells Fargo and each Affiliate of the Seller
that has originated Receivables sold by Wells Fargo to the Seller.

         "Servicer" means Wells Fargo and each Successor Servicer.

         "Servicer Termination Event" means an event specified in Section 8.1 of
the Sale and Servicing Agreement.

         "Servicer's Report" means a report of Servicer delivered pursuant to
Section 4.9 of the Sale and Servicing Agreement, substantially in the form of
Exhibit A to that agreement.

         "Servicing Fee" is defined in Section 4.8 of the Sale and Servicing
Agreement.

         "Servicing Fee Rate" means 1.00% per annum.

         "Simple Interest Method" means the method of allocating a fixed level
payment monthly installments between principal and interest, pursuant to which
such payment is allocated first to accrued and unpaid interest at the Contract
Rate on the unpaid principal balance and the remainder of such payment is
allocable to principal.

         "Simple Interest Receivable" means any Receivable under which the
portion of a payment allocable to interest and the portion allocable to
principal is determined in accordance with the Simple Interest Method.

         "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or its successor.


                               Appendix X, Page 19
<PAGE>   67
         "State" means any one of the 50 states of the United States of America
or the District of Columbia.

         "Successor Servicer" is defined in Section 3.7(e) of the Indenture.

         "Supplemental Servicing Fee" is defined in Section 4.8 of the Sale and
Servicing Agreement.

         "Total Distribution Amount" means, for each Payment Date, the sum of
(a) the Available Funds and (b) the Recourse Transfer Amount, in each case in
respect of such Payment Date.

         "Total Required Payments" shall mean, with respect to any Payment Date,
the sum of the Servicing Fee and all unpaid Servicing Fees from prior Collection
Periods, the Accrued Class A Note Interest, the First Priority Principal
Distribution Amount, the Accrued Class B Note Interest, the Second Priority
Principal Distribution Amount and the Accrued Class C Note Interest and, on and
after the Class C Final Scheduled Distribution Date, an amount that is necessary
to reduce the outstanding principal amount of the Class C Notes to zero;
provided, however, that following the occurrence and during the continuance of
an Event of Default which has resulted in an acceleration of the Notes, on any
Payment Date until the Payment Date on which the outstanding principal amount of
all of the Notes has been paid in full, the Total Required Payment shall mean
the sum of the Servicing Fee and all unpaid Servicing Fees from prior Collection
Periods, the Accrued Class A Note Interest, the Accrued Class B Note Interest,
the Accrued Class C Note Interest and the amount necessary to reduce the
outstanding principal mount of all notes to zero.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code.

         "Trust" shall mean Wells Fargo Auto Trust 2001-A, a Delaware common law
trust established pursuant to the Trust Agreement.

         "Trust Account Property" means the Trust Accounts, all amounts and
investments held from time to time in any Trust Account (whether in the form of
deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise), and all proceeds of the foregoing.

         "Trust Accounts" is defined in Section 5.1 of the Sale and Servicing
Agreement.

         "Trust Agreement" means the Trust Agreement dated as of May 16, 2001,
between Seller, Owner Trustee, Certificate Registrar and Paying Agent, as the
same may be amended and supplemented from time to time.

         "Trust Estate" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
the Indenture for the benefit of the Noteholders (including all property and
interests Granted to Indenture Trustee), including all proceeds thereof.


                               Appendix X, Page 20
<PAGE>   68
         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
and the rules and regulations promulgated thereunder, as in force on the date
hereof, unless otherwise specifically provided.

         "Trust Property" shall have the meaning set forth in Section 2.1 of the
Sale and Servicing Agreement.

         "UCC" means the Uniform Commercial Code, as in effect from time to time
in the relevant jurisdiction. References to specific provisions of the UCC are
based on the provisions of the UCC as in effect in the State of New York as of
the date hereof, and shall be deemed to include any successor provisions.

         "Wells Fargo" means Wells Fargo Bank, National Association, a national
banking association.

         "Wells Fargo & Company" means Wells Fargo & Company, a registered bank
holding company.


                               Appendix X, Page 21