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                                                                  EXECUTION COPY

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                          WELLS FARGO AUTO TRUST 2001-A

                                 TRUST AGREEMENT


                                     BETWEEN


                    WELLS FARGO AUTO RECEIVABLES CORPORATION


                            WILMINGTON TRUST COMPANY,
                                AS OWNER TRUSTEE


                                       AND

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
            AS ADMINISTRATOR, CERTIFICATE REGISTRAR AND PAYING AGENT


                            DATED AS OF MAY 16, 2001



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                                TABLE OF CONTENTS


                                    ARTICLE I

                                   DEFINITIONS

<S>          <C>                                                                                                          <C>
SECTION 1.1  Capitalized Terms..............................................................................................1
SECTION 1.2  Other Interpretive Provisions..................................................................................1

                                   ARTICLE II

                                  ORGANIZATION

SECTION 2.1  Name...........................................................................................................1
SECTION 2.2  Office.........................................................................................................2
SECTION 2.3  Purposes and Powers............................................................................................2
SECTION 2.4  Appointment of Owner Trustee...................................................................................2
SECTION 2.5  Initial Capital Contribution of Trust Estate...................................................................2
SECTION 2.6  Declaration of Trust...........................................................................................3
SECTION 2.7  Organizational Expenses; Liabilities of the Holders............................................................3
SECTION 2.8  Title to Issuer Property.......................................................................................3
SECTION 2.9  Situs of Issuer................................................................................................3
SECTION 2.10  Representations and Warranties of Depositor...................................................................3
SECTION 2.11  Federal Income Tax Allocations................................................................................4

                                   ARTICLE III

                     CERTIFICATES AND TRANSFER OF INTERESTS

SECTION 3.1  Initial Ownership..............................................................................................5
SECTION 3.2  The Certificates...............................................................................................5
SECTION 3.3  Authentication of Certificates.................................................................................5
SECTION 3.4  Registration of Transfer and Exchange of Certificates..........................................................5
SECTION 3.5  Mutilated, Destroyed, Lost or Stolen Certificates..............................................................6
SECTION 3.6  Persons Deemed Certificateholders..............................................................................7
SECTION 3.7  Access to List of Certificateholders' Names and Addresses......................................................7
SECTION 3.8  Maintenance of Office or Agency................................................................................7
SECTION 3.9  Appointment of Paying Agent....................................................................................7
SECTION 3.10  Form of the Certificates......................................................................................8
SECTION 3.11  Transfer Restrictions.........................................................................................8
SECTION 3.12  Legending of Certificates....................................................................................11

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

SECTION 4.1  Prior Notice to Owners with Respect to Certain Matters........................................................14
SECTION 4.2  Action by Certificateholders with Respect to Certain Matters..................................................14
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<S>          <C>                                                                                                         <C>
SECTION 4.3  Action by Certificateholders with Respect to Bankruptcy.......................................................15
SECTION 4.4  Restrictions on Certificateholders' Power.....................................................................15
SECTION 4.5  Certificateholder Control.....................................................................................15

                                    ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

SECTION 5.1  Establishment of Certificate Distribution Account.............................................................15
SECTION 5.2  Application of Funds in Certificate Distribution Account......................................................15
SECTION 5.3  Method of Payment.............................................................................................16
SECTION 5.4  No Segregation of Monies; No Interest.........................................................................16
SECTION 5.5  Accounting and Reports to the Noteholders, Certificateholders, the Internal Revenue Service and Others........16
SECTION 5.6  Signature on Returns; Tax Matters Partner.....................................................................17

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

SECTION 6.1  General Authority.............................................................................................17
SECTION 6.2  General Duties................................................................................................17
SECTION 6.3  Action upon Instruction.......................................................................................18
SECTION 6.4  No Duties Except as Specified in this Agreement or in Instructions............................................18
SECTION 6.5  No Action Except under Specified Documents or Instructions....................................................19
SECTION 6.6  Restrictions..................................................................................................19

                                   ARTICLE VII

                            CONCERNING OWNER TRUSTEE

SECTION 7.1  Acceptance of Trusts and Duties...............................................................................19
SECTION 7.2  Furnishing of Documents.......................................................................................20
SECTION 7.3  Representations and Warranties................................................................................21
SECTION 7.4  Reliance; Advice of Counsel...................................................................................21
SECTION 7.5  Not Acting in Individual Capacity.............................................................................22
SECTION 7.6  Owner Trustee Not Liable for Certificates or Receivables......................................................22
SECTION 7.7  Owner Trustee May Own Certificates and Notes..................................................................22

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

SECTION 8.1  Owner Trustee's Fees and Expenses.............................................................................22
SECTION 8.2  Indemnification...............................................................................................23
SECTION 8.3  Payments to Owner Trustee.....................................................................................23
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                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT
<S>          <C>                                                                                                         <C>
SECTION 9.1  Termination of Trust Agreement................................................................................23

                                    ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1  Eligibility Requirements for Owner Trustee...................................................................24
SECTION 10.2  Resignation or Removal of Owner Trustee......................................................................24
SECTION 10.3  Successor Owner Trustee......................................................................................25
SECTION 10.4  Merger or Consolidation of Owner Trustee.....................................................................25
SECTION 10.5  Appointment of Co-Trustee or Separate Trustee................................................................26

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1  Supplements and Amendments...................................................................................27
SECTION 11.2  No Legal Title to Owner Trust Estate in Certificateholders...................................................28
SECTION 11.3  Limitations on Rights of Others..............................................................................29
SECTION 11.4  Notices......................................................................................................29
SECTION 11.5  Severability.................................................................................................29
SECTION 11.6  Separate Counterparts........................................................................................29
SECTION 11.7  Successors and Assigns.......................................................................................29
SECTION 11.8  No Petition..................................................................................................30
SECTION 11.9  No Recourse..................................................................................................30
SECTION 11.10  Headings....................................................................................................31
SECTION 11.11  GOVERNING LAW...............................................................................................31
SECTION 11.12  Servicer....................................................................................................31
SECTION 11.13  Sale and Servicing Agreement................................................................................31
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EXHIBITS

  Exhibit A  Form of Certificate
  Exhibit B  Form of Transferor Certificate
  Exhibit C  Form of Transferee Certificate


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         This TRUST AGREEMENT is made as of May 16, 2001 (as from time to
amended, supplemented or otherwise modified and in effect, this "Agreement")
between WELLS FARGO AUTO RECEIVABLES CORPORATION, a Delaware corporation, as
Depositor, WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Owner
Trustee, and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Administrator,
Certificate Registrar and Paying Agent.

                                   ARTICLE I

                                   DEFINITIONS

         SECTION 1.1 Capitalized Terms. Capitalized terms are used in this
Agreement as defined in Appendix X to the Sale and Servicing Agreement among the
trust established by this Agreement, Wells Fargo Auto Receivables Corporation,
as Seller, Wells Fargo Bank, N.A., as Servicer, dated as of May 16, 2001, as the
same may be amended and supplemented from time to time.

         SECTION 1.2 Other Interpretive Provisions. All terms defined in this
Agreement shall have the defined meanings when used in any certificate or other
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Agreement and all such certificates and other documents, unless
the context otherwise requires: (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
generally accepted accounting principles; (b) terms defined in Article 9 of the
UCC as in effect in the State of Delaware 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 or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Agreement, and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (e) the term "including" means "including without limitation"; (f)
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

                                  ORGANIZATION

         SECTION 2.1 Name. The trust created hereby shall be known as "Wells
Fargo Auto Trust 2001-A", in which name Owner Trustee may conduct the business
of such trust, make and execute contracts and other instruments on behalf of
such trust and sue and be sued on behalf of the Trust.
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         SECTION 2.2 Office. The office of Issuer shall be in care of the
Administrator at its office at Wells Fargo Center, Sixth and Marquette,
Minneapolis, Minnesota 55479, or at such other address as the Administrator may
designate by written notice to the Certificateholders and Depositor.

         SECTION 2.3 Purposes and Powers. The purpose of Issuer is, and Issuer
shall have the power and authority, to engage in the following activities:

         a. to issue the Notes pursuant to the Indenture and the Certificates
pursuant to this Agreement, and to sell, transfer and exchange the Notes and the
Certificates and to pay interest on and principal of the Notes and distributions
on the Certificates;

         b. to acquire the property and assets set forth in the Sale and
Servicing Agreement from the Depositor pursuant to the terms thereof, to make
deposits to and withdrawals from the Reserve Account and to pay the
organizational, start-up and transactional expenses of Issuer;

         c. to assign, grant, transfer, pledge, mortgage and convey the Trust
Estate pursuant to the Indenture and to hold, manage and distribute to the
Certificateholders pursuant to the terms of the Sale and Servicing Agreement any
portion of the Trust Estate released from the Lien of, and remitted to Issuer
pursuant to, the Indenture;

         d. to enter into and perform its obligations under the Basic Documents
to which it is a party;

         e. to engage in those activities, including entering into agreements,
that are necessary, suitable or convenient to accomplish the foregoing or are
incidental thereto or connected therewith; and

         f. subject to compliance with the Basic Documents, to engage in such
other activities as may be required in connection with conservation of the Owner
Trust Estate and the making of distributions to the Certificateholders and the
Noteholders.

Issuer is hereby authorized to engage in the foregoing activities. Issuer shall
not engage in any activity other than in connection with the foregoing or other
than as required or authorized by the terms of this Agreement or the other Basic
Documents.

         SECTION 2.4 Appointment of Owner Trustee. Depositor hereby appoints
Owner Trustee as trustee of Issuer effective as of the date hereof, to have all
the rights, powers and duties set forth herein and to bind the Issuer under the
Notes and the other Basic Documents to which the Issuer is a party.

         SECTION 2.5 Initial Capital Contribution of Trust Estate. Depositor
hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, as
of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges receipt
in trust from the Depositor, as of the date hereof, of the foregoing
contribution, which shall constitute the initial Owner Trust Estate and shall be
deposited in the Certificate Distribution Account.

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         SECTION 2.6 Declaration of Trust. Owner Trustee hereby declares that it
will hold the Owner Trust Estate in trust upon and subject to the conditions set
forth herein for the use and benefit of the Certificateholders, subject to the
obligations of Issuer under the Basic Documents. It is the intention of the
parties hereto that Issuer constitute a trust under the common law of the state
of New York and that this Agreement constitute the governing instrument of such
trust. It is the intention of the parties hereto that, solely for income and
franchise tax purposes, until any Certificates are held by other than the
Depositor, the Issuer will be disregarded as an entity separate from the
Depositor and the Notes will be characterized as debt of the Depositor. At such
time that the Certificates are held by more than one Person, it is the intention
of the parties hereto that, solely for income and franchise tax purposes, the
Issuer will be treated as a partnership, with the assets of the partnership
being the Receivables and other assets held by the Issuer, the partners of the
partnership being the Certificateholders, and the Notes being debt of the
partnership. Depositor and the Certificateholders by acceptance of a Certificate
agree to such treatment and agree to take no action inconsistent with such
treatment. The parties agree that, unless otherwise required by appropriate tax
authorities, until the Certificates are held by more than one Person the Issuer
will not file or cause to be filed annual or other necessary returns, reports,
elections or other forms consistent with the characterization of the Issuer as
an entity separate from the owner of the Certificates (including the returns,
reports and elections, contemplated by Sections 5.5 and 5.6).

         SECTION 2.7 Organizational Expenses; Liabilities of the Holders.

         a. Depositor shall pay organizational expenses of Issuer as they may
arise or shall, upon the request of Owner Trustee, promptly reimburse Owner
Trustee for any such expenses paid by Owner Trustee.

         b. No Noteholder or Certificateholder shall have any personal liability
for any liability or obligation of the Trust.

         SECTION 2.8 Title to Issuer Property. Legal title to all the Owner
Trust Estate shall be vested at all times in the Issuer as a separate legal
entity except where applicable law in any jurisdiction requires title to any
part of the Owner Trust Estate to be vested in a trustee or trustees, in which
case title shall be deemed to be vested in Owner Trustee for the benefit of the
Issuer and in any co-trustee and/or a separate trustee approved pursuant to this
Agreement.

         SECTION 2.9 Situs of Issuer. Issuer will be located and administered in
the State of Minnesota. All bank accounts maintained by Owner Trustee on behalf
of Issuer shall be located in the State of Minnesota. Payments will be received
by Issuer only in Minnesota, and payments will be made by Issuer only from
Minnesota. The only office of Issuer will be at the Administrator's office noted
in Section 2.2.

         SECTION 2.10 Representations and Warranties of Depositor. Depositor
hereby represents and warrants to Owner Trustee that:

         a. Depositor is duly organized and validly existing as a Delaware
corporation with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted.

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         b. Depositor 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, licenses and approvals, except where
the failure to have such qualifications, licenses and approvals would not have a
material adverse effect on the Depositor.

         c. Depositor has the power and authority to execute and deliver this
Agreement and to carry out its terms and Depositor has full power and authority
to sell and assign the property to be sold and assigned to and deposited with
Issuer, and Depositor has duly authorized such sale and assignment and deposit
to Issuer by all necessary corporate action; and the execution, delivery and
performance of this Agreement has been duly authorized by Depositor by all
necessary corporate action.

         d. The consummation of the transactions contemplated by this Agreement
and the fulfillment of the terms hereof do not conflict with, result in any
breach of any of the terms and provisions of, or constitute (with or without
notice or lapse of time) a default under, the certificate of incorporation or
by-laws, of Depositor, or any material indenture, agreement or other instrument
to which Depositor is a party or by which it is bound; nor result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement or other instrument (other than pursuant
to the Basic Documents); nor violate any law or, to the best of Depositor's
knowledge, any order, rule or regulation applicable to Depositor of any court or
of any Federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over Depositor or its
properties.

         e. There are no proceedings or investigations pending or, to the
Depositor's best knowledge, threatened before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Depositor or its properties: (i) asserting the invalidity of this
Agreement, the Indenture, any of the other Basic Documents, the Notes or the
Certificates, (ii) seeking to prevent the issuance of the Notes or the
Certificates or the consummation of any of the transactions contemplated by this
Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any
determination or ruling that might materially and adversely affect the
performance by the Depositor or its obligations under, or the validity or
enforceability of, this Agreement or (iv) which might adversely affect the
federal income tax attributes, or applicable state tax franchise or income tax
attributes, of the Notes and the Certificates.

         SECTION 2.11 Federal Income Tax Allocations. If Certificates are held
by more than one Person, net income of Issuer for any month as determined for
federal income tax purposes (and each item of income, gain, loss, credit and
deduction entering into the computation thereof) shall be allocated among the
Certificateholders as of the first Record Date following the end of such month,
in accordance with each Certificateholder's Certificate Percentage Interest. Net
losses of Issuer, if any, for any month as determined for federal income tax
purposes (and each item of income, gain, loss, credit and deduction entering
into the computation thereof) shall be allocated among the Certificateholders as
of the first Record Date following the end of such month in accordance with each
Certificateholder's Certificate Percentage Interest. Depositor is authorized to
modify the allocations in this paragraph if necessary or appropriate, in its
sole discretion, for the allocations to fairly reflect the economic income, gain
or loss to Depositor, the


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Certificateholders, or as otherwise required by the Code. Notwithstanding
anything provided in Section 2.11, if the Certificates are held solely by the
Seller, the application of this Section 2.11 shall be disregarded.

                                  ARTICLE III

                     CERTIFICATES AND TRANSFER OF INTERESTS

         SECTION 3.1 Initial Ownership. Upon the formation of Issuer by the
contribution by Depositor pursuant to Section 2.5 and until the issuance of the
Certificates, Depositor shall be the sole beneficiary of the Trust.

         SECTION 3.2 The Certificates. The Certificates shall be executed on
behalf of Issuer by manual or facsimile signature of an authorized officer of
Owner Trustee. Certificates bearing the manual or facsimile signatures of
individuals who were, at the time when such signatures shall have been affixed,
authorized to sign on behalf of Issuer, shall be validly issued and entitled to
the benefit of this Agreement, notwithstanding that such individuals or any of
them shall have ceased to be so authorized prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of
authentication and delivery of such Certificates. If a transfer of the
Certificates is permitted pursuant to Section 3.11, a transferee of a
Certificate shall become a Certificateholder, and shall be entitled to the
rights and subject to the obligations of a Certificateholder hereunder upon such
transferee's acceptance of a Certificate duly registered in such transferee's
name pursuant to Section 3.4.

         SECTION 3.3 Authentication of Certificates. Concurrently with the
initial sale of the Receivables to Issuer pursuant to the Sale and Servicing
Agreement, Owner Trustee shall cause the Certificates in an aggregate
Certificate Percentage Interest equal to 100% to be executed on behalf of
Issuer, authenticated and delivered to or upon the written order of Depositor,
signed by its chairman of the board, its president, its chief financial officer,
its chief accounting officer, any vice president, its secretary, any assistant
secretary, its treasurer or any assistant treasurer, without further corporate
action by Depositor. No Certificate shall entitle its Holder to any benefit
under this Agreement, or be valid for any purpose, unless there shall appear on
such Certificate a certificate of authentication substantially in the form set
forth in Exhibit A, executed by Owner Trustee by manual signature; such
authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. All Certificates shall be
dated the date of their authentication.

         SECTION 3.4 Registration of Transfer and Exchange of Certificates.

         a. Certificate Registrar shall keep or cause to be kept, at the office
or agency maintained pursuant to Section 3.8, a Certificate Register in which,
subject to such reasonable regulations as it may prescribe, Certificate
Registrar shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. Wells Fargo Bank Minnesota,
National Association shall be the initial Certificate Registrar. No certificate
may be sold, transferred, assigned, participated, pledged, or otherwise disposed
of to any Person except in accordance with the provisions of Section 3.11 and
any attempted transfer in violation of Section 3.11 shall be null and void.

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         b. Upon surrender for registration of transfer of any Certificate at
the office or agency maintained pursuant to Section 3.8, and upon compliance
with the provisions of this Agreement relating to such transfer, Owner Trustee
shall execute, authenticate and deliver in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations of a
like class and Certificate Percentage Interest dated the date of authentication
by Owner Trustee or any authenticating agent. At the option of a
Certificateholder, Certificates may be exchanged for other Certificates of the
same class in authorized denominations of a like aggregate amount upon surrender
of the Certificates to be exchanged at the office or agency maintained pursuant
to Section 3.8.

         c. Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of transfer in
form satisfactory to Owner Trustee and Certificate Registrar duly executed by
the Certificateholder or his attorney duly authorized in writing, with such
signature guaranteed by a member firm of the New York Stock Exchange, a
commercial bank or trust company or an "eligible guarantor institution" with
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by Certificate Registrar in addition to, or substitution
for, STAMP, all in accordance with the Exchange Act. Each Certificate
surrendered for registration of transfer or exchange shall be canceled and
subsequently disposed of by Owner Trustee or Certificate Registrar in accordance
with its customary practice.

         d. No service charge shall be made for any registration of transfer or
exchange of Certificates, but Owner Trustee or Certificate Registrar may require
payment of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

         e. The preceding provisions of this Section 3.4 notwithstanding, Owner
Trustee shall not make and the Certificate Registrar need not register any
transfer or exchange of Certificates for a period of fifteen (15) days preceding
any Payment Date for any payment with respect to the Certificates.

         SECTION 3.5 Mutilated, Destroyed, Lost or Stolen Certificates. If (a)
any mutilated Certificate shall be surrendered to Certificate Registrar, or if
Certificate Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Certificate and (b) there shall be delivered
to Certificate Registrar and Owner Trustee such security or indemnity as may be
required by them to save each of them harmless, then in the absence of notice
that such Certificate shall have been acquired by a bona fide purchaser, Owner
Trustee on behalf of Issuer shall execute and Owner Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like class, tenor and Certificate
Percentage Interest. In connection with the issuance of any new Certificate
under this Section, Owner Trustee or Certificate Registrar may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section shall constitute conclusive evidence of an ownership
interest in Issuer, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

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         SECTION 3.6 Persons Deemed Certificateholders. Every Person by virtue
of becoming a Certificateholder in accordance with this Agreement shall be
deemed to be bound by the terms of this Agreement. Prior to due presentation of
a Certificate for registration of transfer, Owner Trustee, Certificate Registrar
or any agent of Owner Trustee or Certificate Registrar may treat the Person in
whose name any Certificate shall be registered in the Certificate Register as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 5.2 and for all other purposes whatsoever, and none of Owner
Trustee, Certificate Registrar or any agent of Owner Trustee or Certificate
Registrar shall be bound by any notice to the contrary.

         SECTION 3.7 Access to List of Certificateholders' Names and Addresses.
Certificate Registrar shall furnish or cause to be furnished to Servicer,
Depositor or Indenture Trustee, within 15 days after receipt by Owner Trustee of
a request therefor from Servicer, Depositor or Indenture Trustee in writing, a
list, in such form as Servicer, Depositor or Indenture Trustee may reasonably
require, of the names and addresses of the Certificateholders as of the most
recent Record Date. If Holders of Certificates evidencing not less than 25% of
the Certificate Percentage Interests, apply in writing to Certificate Registrar,
and such application states that the applicants desire to communicate with other
Certificateholders with respect to their rights under this Agreement or under
the Certificates and such application is accompanied by a copy of the
communication that such applicants propose to transmit, then Certificate
Registrar shall, within five Business Days after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Certificateholders. Each Certificateholder, by receiving and
holding a Certificate, shall be deemed to have agreed not to hold Depositor,
Certificate Registrar or Owner Trustee accountable by reason of the disclosure
of its name and address, regardless of the source from which such information
was derived.

         SECTION 3.8 Maintenance of Office or Agency. Certificate Registrar
shall maintain in the Minneapolis, Minnesota, an office or offices or agency or
agencies where Certificates may be surrendered for registration of transfer or
exchange and where notices and demands to or upon Certificate Registrar in
respect of the Certificates and the Basic Documents may be served. Certificate
Registrar initially designates the office specified in Section 2.2, as its
principal corporate trust office for such purposes. Certificate Registrar shall
give prompt written notice to Depositor and to the Certificateholders of any
change in the location of the Certificate Register or any such office or agency.
Owner Trustee shall maintain in Wilmington, Delaware, an office or officer or
agency or agencies where the Certificate Registrar may forward Certificates so
surrendered for exchange.

         SECTION 3.9 Appointment of Paying Agent. Paying Agent shall make
distributions to Certificateholders from the Certificate Distribution Account
pursuant to Section 5.2 and shall report the amounts of such distributions to
Owner Trustee; provided that this reporting shall not be required if the Owner
Trustee is serving as Paying Agent. Any Paying Agent shall have the revocable
power, upon direction from the Administrator, with written copy provided to the
Owner Trustee, to withdraw funds from the Certificate Distribution Account for
the purpose of making the distributions referred to above. Owner Trustee may
revoke such power and remove Paying Agent if Owner Trustee determines in its
sole discretion that Paying Agent shall have failed to perform its obligations
under this Agreement in any material respect. Paying Agent shall initially be
Wells Fargo Bank Minnesota, National Association, and any co-paying agent chosen
by Wells Fargo Bank Minnesota, National Association, and acceptable


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to Owner Trustee. Paying Agent shall be permitted to resign upon 30 days'
written notice to Owner Trustee and Servicer. In the event that Wells Fargo Bank
Minnesota, National Association shall no longer be Paying Agent, Owner Trustee
shall appoint a successor to act as Paying Agent (which shall be a bank or trust
company). Owner Trustee shall cause such successor Paying Agent or any
additional Paying Agent appointed by Owner Trustee to execute and deliver to
Owner Trustee an instrument in which such successor Paying Agent or additional
Paying Agent shall agree with Owner Trustee that as Paying Agent, such successor
Paying Agent or additional Paying Agent will hold all sums, if any, held by it
for payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Certificateholders. Paying Agent shall return all unclaimed funds to Owner
Trustee and upon removal of a Paying Agent such Paying Agent shall also return
all funds in its possession to Owner Trustee. The provisions of Sections 7.1,
7.3, 7.4 and 8.1 shall apply to Owner Trustee in its role as Paying Agent, in
the event that Owner Trustee shall act as Paying Agent and, to the extent
applicable, to any other paying agent appointed hereunder. Any reference in this
Agreement to Paying Agent shall include any co-paying agent unless the context
requires otherwise.

         SECTION 3.10 Form of the Certificates. The Certificates, upon original
issuance, will be issued in the form of a typewritten Certificate or
Certificates representing definitive Certificates and shall be registered in the
name of Wells Fargo Auto Receivables Corporation as the initial registered owner
thereof. Owner Trustee shall execute and authenticate, or cause to be
authenticated, the definitive Certificates in accordance with the instructions
of the Depositor. Neither Certificate Registrar nor Owner Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Certificates, the Owner Trustee and each Paying Agent shall recognize the
Holders of the Certificates as Certificateholders. The Certificates shall be
printed, lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Owner Trustee, as evidenced by its execution
thereof.

         SECTION 3.11 Transfer Restrictions.

         a. No Certificate may be resold, assigned or transferred (including by
pledge or hypothecation) unless such resale, assignment or transfer is (i)
pursuant to an effective registration statement under the Securities Act and any
applicable state securities or "Blue Sky" laws, (ii) pursuant to Rule 144A
promulgated under the Securities Act ("Rule 144A") or (iii) pursuant to another
exemption from the registration requirements of the Securities Act and subject
to the receipt by the Certificate Registrar and the Depositor of (A) a
certification by both the prospective transferor and the prospective transferee
of the facts surrounding such transfer, which certification shall be in form and
substance satisfactory to the Certificate Registrar and the Depositor and (B) an
opinion of counsel (which will not be at the expense of the Depositor, the
Certificate Registrar or the Owner Trustee), satisfactory to the Depositor and
the Certificate Registrar, to the effect that the transfer is in compliance with
the Securities Act, and, in each case, in compliance with any applicable
securities or "Blue Sky" laws of any state of the United States. In addition,
each transferee shall provide to the Certificate Registrar its tax
identification number, address, nominee name (if applicable) and wire transfer
instructions. Prior to any resale, assignment or transfer of the Certificates
described in clause (ii) above, each prospective purchaser of the Certificates
shall have acknowledged, represented and agreed as follows:

                                       8
<PAGE>   13
                  (i) It is a "qualified institutional buyer" as defined in Rule
         144A ("QIB") and is acquiring the Certificates for its own
         institutional account (and not for the account of others) or as a
         fiduciary or agent for others (which others also are QIBs).

                  (ii) It acknowledges that the Certificates have not been and
         will not be registered under the Securities Act or the securities laws
         of any jurisdiction.

                  (iii) It is familiar with Rule 144A and is aware that the sale
         is being made in reliance on Rule 144A and it is not acquiring the
         Certificates with a view to, or for resale in connection with, a
         distribution that would constitute a public offering within the meaning
         of the Securities Act or a violation of the Securities Act, and that,
         if in the future it decides to resell, assign, pledge or otherwise
         transfer any Certificates, such Certificates may be resold, assigned,
         pledged or transferred only (i) to the Depositor or any Affiliate
         thereof, (ii) so long as such Certificate is eligible for resale
         pursuant to Rule 144A, to a person whom it reasonably believes after
         due inquiry is a QIB acting for its own account (and not for the
         account of others) or as a fiduciary or agent for others (which others
         also are QIBs) to whom notice is given that the resale, pledge,
         assignment or transfer is being made in reliance on Rule 144A, (iii)
         pursuant to an effective registration statement under the Securities
         Act or (iv) in a sale, pledge or other transfer made in a transaction
         otherwise exempt from the registration requirements of the Securities
         Act, in which case (A) the Certificate Registrar shall require that
         both the prospective transferor and the prospective transferee certify
         to the Certificate Registrar and the Depositor in writing the facts
         surrounding such transfer, which certification shall be in form and
         substance satisfactory to the Certificate Registrar and the Depositor
         and (B) the Certificate Registrar shall require a written opinion of
         counsel (which will not be at the expense of the Depositor, the
         Certificate Registrar or the Owner Trustee) satisfactory to the
         Depositor and the Certificate Registrar to the effect that such
         transfer will not violate the Securities Act, in each case in
         accordance with any applicable securities or "Blue Sky" laws of any
         state of the United States.

                  (iv) It is aware that it (or any account for which it is
         purchasing) may be required to bear the economic risk of an investment
         in the Certificates for an indefinite period, and it (or such account)
         is able to bear such risk for an indefinite period.

                  (v) It understands that the Certificates will bear legends
         substantially as set forth in Section 3.12.

                  (vi) If it is acquiring any Certificates for the account of
         one or more qualified institutional buyers, it represents that it has
         sole investment discretion with respect to each such account and that
         it has full power to make the foregoing acknowledgments,
         representations and agreements on behalf of each such account.

                                       9
<PAGE>   14
                  (vii) It acknowledges that the Owner Trustee, the Certificate
         Registrar, the Depositor, and their Affiliates, and others will rely
         upon the truth and accuracy of the foregoing acknowledgments,
         representations and agreements.

         Each transferor of the Certificates shall be required to execute or to
have executed a representation letter substantially in the form of Exhibit B,
and each transferee shall be required to execute or to have executed a
representation letter substantially in the form of Exhibit C, or each may
deliver such other representations (or an opinion of counsel) as may be approved
by the Certificate Registrar and the Depositor, to the effect that such transfer
may be made pursuant to an exemption from registration under the Securities Act
and any applicable state securities or "Blue Sky" laws.

         In addition, such prospective purchaser shall be responsible for
providing additional information or certification, as shall be reasonably
requested by the Owner Trustee or the Depositor, to support the truth and
accuracy of the foregoing acknowledgments, representations and agreements, it
being understood that such additional information is not intended to create
additional restrictions on the transfer of the Certificates. None of the
Depositor, the Issuer, the Certificate Registrar nor the Owner Trustee shall be
obligated to register the Certificates under the Securities Act or any state
securities or "Blue Sky" laws.

         In determining compliance with the transfer restrictions contained in
this Section 3.11, the Owner Trustee, or the Certificate Registrar may rely upon
a written opinion of counsel (which may include in-house counsel of the
transferor), the cost of obtaining which shall be an expense of the Holder of
the Certificate to be transferred.

         b. No Certificate or beneficial interest therein (each, a "Certificate
Interest") may be issued, sold, assigned, pledged, hypothecated or otherwise
transferred (each, a "Transfer") to any Person other than Depositor except in
accordance with the following provisions. Each holder and beneficial owner of a
Certificate Interest, by acceptance of such Certificate Interest, acknowledges
and agrees to be bound by such provisions.

                  (i) No Certificate Interest or any portion thereof may be
         Transferred to any Person other than Depositor unless (A) the
         transferor of the Certificate Interest notifies the transferee holder
         and beneficial owner of the Certificate Interest (the "Assignee") of
         the transfer restrictions applicable to such Certificate Interest and
         of the representations, agreements and covenants such Assignee is
         deemed to make as a result of its acceptance of such Certificate
         Interest, as described in this paragraph (b), (B) the transferor has no
         actual knowledge that the Assignee is or intends to become a Prohibited
         Pass-through Entity (as defined below) and (C) such transfer would not
         cause the number of Targeted Holders (as defined below) to exceed
         ninety (90). Notwithstanding anything to the contrary set forth in this
         Agreement, any attempted transfer of a Certificate Interest that does
         not comply with the requirements set forth in this paragraph (b) shall
         be void. For purposes of this Agreement, the term "Targeted Holder"
         means each beneficial owner of an interest in Issuer (including each
         Certificate Interest and any financial instrument or contract the value
         of which is determined in whole or in part by reference to Issuer or
         any portion thereof or to any Certificate Interest);


                                       10
<PAGE>   15
         provided that any Person holding more than one interest each of which
         would cause such Person to be a Targeted Holder shall be treated as a
         single Targeted Holder.

                  (ii) Each holder and beneficial owner of a Certificate
         Interest, by acceptance of such Certificate Interest, is deemed to have
         represented to, and agreed with Issuer and Owner Trustee that it has
         not acquired, and such holder or beneficial owner will not Transfer,
         the Certificate Interest or cause the Certificate Interest to be
         marketed on or through (i) an "established securities market", as
         defined for purposes of Section 7704 of the Code or (ii) a "secondary
         market (or the substantial equivalent thereof)", as defined for
         purposes of Section 7704 of the Code. In addition, each holder and
         beneficial owner of a Certificate Interest, by acceptance of such
         Certificate Interest, is deemed to have represented to and agreed with
         Issuer and Owner Trustee that it is not and will not become a
         partnership, subchapter S corporation, estate or trust for U.S. federal
         income tax purposes a principal purpose of the use of which is to
         permit Issuer to satisfy the 100-partner limitation in Treas. Reg.
         Section 1.7704-1(h) (a "Prohibited Pass-through Entity").

                  (iii) No Certificate Interest or any portion thereof may be
         Transferred to any Person other than Depositor unless, prior to the
         first such Transfer, Tax Counsel shall have rendered its opinion that,
         for U.S. federal income tax purposes, Issuer will be treated as a
         partnership and not as an association or publicly traded partnership
         taxable as a corporation and the Certificates will be treated as
         partnership interests in Issuer.

         c. No Certificate may be acquired or held (i) by any "employee benefit
plan" subject to ERISA or a "plan" described by Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or by any entity deemed to hold the
assets of any of the foregoing by reason of an employee benefit plan's or other
plan's investment in such entity (each, a "Benefit Plan"). Each Person who
acquires any Certificate or interest therein shall certify that the foregoing
conditions are satisfied.

         SECTION 3.12 Legending of Certificates. Each Certificate shall bear a
legend in substantially the following form, unless the Depositor determines
otherwise in accordance with applicable law:

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
         ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR
         OTHER JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR
         OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION
         REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES
         OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A
         TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF AND ON
         BEHALF OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH
         CERTIFICATE MAY BE RESOLD,


                                       11
<PAGE>   16
         ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS THE CERTIFICATE IS
         ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT,
         SUCH TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER DUE
         INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
         OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
         QIBS) TO WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) PURSUANT TO AN
         EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH
         RESALE, ASSIGNMENT, PLEDGE OR OTHER TRANSFER IS MADE IN A TRANSACTION
         EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
         OTHER SECURITIES OR "BLUE SKY" LAWS, IN WHICH CASE THE CERTIFICATE
         REGISTRAR SHALL REQUIRE (I) THAT BOTH THE PROSPECTIVE TRANSFEROR AND
         THE PROSPECTIVE TRANSFEREE CERTIFY TO THE CERTIFICATE REGISTRAR AND THE
         DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH
         CERTIFICATION SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE
         CERTIFICATE REGISTRAR AND (II) A WRITTEN OPINION OF COUNSEL (WHICH
         SHALL NOT BE AT THE EXPENSE OF THE CERTIFICATE REGISTRAR, THE OWNER
         TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE CERTIFICATE REGISTRAR AND
         THE DEPOSITOR, TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE
         SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
         SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR JURISDICTION. ANY
         ATTEMPTED TRANSFER IN CONTRAVENTION OF THE IMMEDIATELY PRECEDING
         RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEROR WILL
         CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL
         PURPOSES.

         NO CERTIFICATE OR BENEFICIAL INTEREST THEREIN (EACH A "CERTIFICATE
         INTEREST") MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
         (EACH A "TRANSFER") TO ANY PERSON OTHER THAN DEPOSITOR UNLESS (A) THE
         TRANSFEROR OF THE CERTIFICATE INTEREST NOTIFIES THE TRANSFEREE HOLDER
         AND BENEFICIAL OWNER OF THE CERTIFICATE INTEREST (THE "ASSIGNEE") OF
         THE TRANSFER RESTRICTIONS APPLICABLE TO SUCH CERTIFICATE INTEREST AND
         OF THE REPRESENTATIONS, AGREEMENTS AND COVENANTS SUCH ASSIGNEE IS
         DEEMED TO MAKE AS A RESULT OF ITS ACCEPTANCE OF SUCH CERTIFICATE
         INTEREST, AS DESCRIBED IN THIS PARAGRAPH, (B) THE TRANSFEROR HAS NO
         ACTUAL KNOWLEDGE THAT THE ASSIGNEE IS OR INTENDS TO BECOME A PROHIBITED
         PASS-THROUGH ENTITY (AS DEFINED BELOW), (C) SUCH TRANSFER WOULD NOT
         CAUSE THE NUMBER OF TARGETED HOLDERS (AS DEFINED BELOW) TO EXCEED


                                       12
<PAGE>   17
         NINETY (90) AND (D) PRIOR TO THE FIRST SUCH TRANSFER, TAX COUNSEL FOR
         TRANSFEROR SHALL HAVE RENDERED ITS OPINION THAT, FOR U.S. FEDERAL
         INCOME TAX PURPOSES, ISSUER WILL BE TREATED AS A PARTNERSHIP AND NOT AS
         AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP TAXABLE AS A CORPORATION
         AND THE CERTIFICATES WILL BE TREATED AS PARTNERSHIP INTERESTS IN
         ISSUER. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
         CERTIFICATE, ANY ATTEMPTED TRANSFER OF A CERTIFICATE INTEREST THAT DOES
         NOT COMPLY WITH THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE
         VOID. FOR PURPOSES OF THIS PARAGRAPH, THE TERM "TARGETED HOLDER" MEANS
         EACH BENEFICIAL OWNER OF AN INTEREST IN ISSUER (INCLUDING EACH
         CERTIFICATE INTEREST AND ANY FINANCIAL INSTRUMENT OR CONTRACT THE VALUE
         OF WHICH IS DETERMINED IN WHOLE OR IN PART BY REFERENCE TO ISSUER OR
         ANY PORTION THEREOF OR TO ANY CERTIFICATE INTEREST); PROVIDED THAT ANY
         PERSON HOLDING MORE THAN ONE INTEREST EACH OF WHICH WOULD CAUSE SUCH
         PERSON TO BE A TARGETED HOLDER SHALL BE TREATED AS A SINGLE TARGETED
         HOLDER. EACH HOLDER AND BENEFICIAL OWNER OF A CERTIFICATE INTEREST, BY
         ACCEPTANCE OF SUCH CERTIFICATE INTEREST, IS DEEMED TO REPRESENT AND
         AGREE WITH ISSUER AND OWNER TRUSTEE THAT (X) IT HAS NOT ACQUIRED, AND
         SUCH HOLDER OR BENEFICIAL OWNER WILL NOT TRANSFER, THE CERTIFICATE
         INTEREST OR CAUSE THE CERTIFICATE INTEREST TO BE MARKETED ON OR THROUGH
         (I) AN "ESTABLISHED SECURITIES MARKET" AS DEFINED FOR PURPOSES OF
         SECTION 7704 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
         "CODE") OR (II) A "SECONDARY SECURITIES MARKET (OR THE SUBSTANTIAL
         EQUIVALENT THEREOF)", AS DEFINED FOR PURPOSES OF SECTION 7704 OF THE
         CODE, AND (Y) IT IS NOT AND WILL NOT BECOME A PARTNERSHIP, SUBCHAPTER S
         CORPORATION, ESTATE OR TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES A
         PRINCIPAL PURPOSE OF THE USE OF WHICH IS TO PERMIT ISSUER TO SATISFY
         THE 100-PARTNER LIMITATION IN TREASURY REGULATION SECTION 1.7704-1(H)
         (A "PROHIBITED PASS-THROUGH ENTITY").

         AT SUCH TIME THAT THE CERTIFICATES ARE HELD BY MORE THAN ONE PERSON, IT
         IS INTENDED THAT, SOLELY FOR INCOME AND FRANCHISE TAX PURPOSES, (A) THE
         ISSUER BE TREATED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSE.
         AND (B) A CERTIFICATE BE TREATED AS A PARTNERSHIP INTEREST IN SUCH
         PARTNERSHIP. EACH HOLDER AND BENEFICIAL OWNER OF A CERTIFICATE
         INTEREST, BY ACCEPTANCE OF SUCH CERTIFICATE INTEREST, IS DEEMED TO
         AGREE WITH SUCH TREATMENT AND IS DEEMED TO AGREE THAT IT WILL TAKE NO
         ACTION INCONSISTENT WITH SUCH TREATMENT.

                                       13
<PAGE>   18
         NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED OR HELD (IN THE
         INITIAL ACQUISITION OR THROUGH A TRANSFER) WITH PLAN ASSETS OF ANY
         "EMPLOYEE BENEFIT PLAN" SUBJECT TO THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY "PLAN" DESCRIBED BY
         SECTION 4975(E)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR
         ANY ENTITY DEEMED TO HOLD THE ASSETS OF ANY OF THE FOREGOING BY REASON
         OF AN EMPLOYEE BENEFIT PLAN'S OR OTHER PLAN'S INVESTMENT IN SUCH ENTITY
         (EACH, A "BENEFIT PLAN").

                                   ARTICLE IV

                            ACTIONS BY OWNER TRUSTEE

         SECTION 4.1 Prior Notice to Owners with Respect to Certain Matters.
With respect to the following matters, Owner Trustee shall not take action
unless at least 30 days before the taking of such action, Owner Trustee shall
have notified the Certificateholders in writing of the proposed action and the
Certificateholders shall not have notified Owner Trustee in writing prior to the
30th day after such notice is given that such Certificateholders have withheld
consent or provided alternative direction:

         a. the initiation of any material claim or lawsuit by Issuer (except
claims or lawsuits brought in connection with the collection of the Receivables)
and the compromise of any material action, claim or lawsuit brought by or
against Issuer (except with respect to the aforementioned claims or lawsuits
brought in connection with the collection of the Receivables);

         b. the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is required;

         c. the amendment of the Indenture by a supplemental indenture in
circumstances where the consent of any Noteholder is not required and such
amendment materially adversely affects the interest of the Certificateholders;

         d. the amendment, change or modification of the Sale and Servicing
Agreement or the Administration Agreement, except to cure any ambiguity or
defect or to amend or supplement any provision in a manner that would not
materially adversely affect the interests of the Certificateholders; or

         e. the appointment pursuant to the Indenture of a successor Indenture
Trustee or the consent to the assignment by the Note Registrar, Paying Agent or
Indenture Trustee or Certificate Registrar of its obligations under the
Indenture or this Agreement, as applicable.

Owner Trustee shall notify the Certificateholders in writing of any appointment
of a successor Paying Agent or Certificate Registrar within five Business Days
thereof.

         SECTION 4.2 Action by Certificateholders with Respect to Certain
Matters. Owner Trustee shall not have the power, except upon the direction of
the Certificateholders, to (a) remove Servicer under the Sale and Servicing
Agreement pursuant to Section 8.1 thereof, (b)


                                       14
<PAGE>   19
except as expressly provided in the Basic Documents, sell the Receivables after
the termination of the Indenture, (c) remove the Administrator under the
Administration Agreement pursuant to Section 9 thereof or (d) appoint a
successor Administrator pursuant to Section 9 of the Administration Agreement.
Owner Trustee shall take the actions referred to in the preceding sentence only
upon written instructions signed by the Certificateholders.

         SECTION 4.3 Action by Certificateholders with Respect to Bankruptcy.
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to Issuer until one year and one day after the Outstanding
Amount of all the Notes has been reduced to zero and without the unanimous prior
approval of all Certificateholders and the delivery to Owner Trustee by each
such Certificateholder of a certificate certifying that such Certificateholder
reasonably believes that Issuer is insolvent.

         SECTION 4.4 Restrictions on Certificateholders' Power. The
Certificateholders shall not direct Owner Trustee to take or refrain from taking
any action if such action or inaction would be contrary to any obligation of
Issuer or Owner Trustee under this Agreement or any of the Basic Documents or
would be contrary to Section 2.3 nor shall Owner Trustee be obligated to follow
any such direction, if given.

         SECTION 4.5 Certificateholder Control. Except as expressly provided
herein, any action that may be taken by the Certificateholders under this
Agreement may be taken by the Holders of Certificates evidencing not less than a
majority of the Certificate Percentage Interests. Except as expressly provided
herein, any written notice of the Certificateholders delivered pursuant to this
Agreement shall be effective if signed by Certificateholders of Certificates
evidencing not less than a majority of the Certificate Percentage Interests at
the time of the delivery of such notice.

                                   ARTICLE V

                   APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

         SECTION 5.1 Establishment of Certificate Distribution Account. Owner
Trustee, for the benefit of the Certificateholders, shall establish and maintain
in the name of Issuer an Eligible Deposit Account (the "Certificate Distribution
Account"), at the office of the Administrator specified in Section 2.2, bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Certificateholders. Except as otherwise provided herein, the
Certificate Distribution Account shall be under the sole dominion and control of
Owner Trustee for the benefit of the Certificateholders.

         SECTION 5.2 Application of Funds in Certificate Distribution Account.

         a. On each Payment Date, Owner Trustee will, or will cause Paying Agent
to, based on the information contained in Servicer's Report delivered on the
related Determination Date pursuant to Section 4.9 of the Sale and Servicing
Agreement, distribute to Certificateholders, as of the related Record Date all
amounts deposited in the Certificate Distribution Account pursuant to the Sale
and Servicing Agreement on such Payment Date based upon each Certificateholder's
Certificate Percentage Interest:

                                       15
<PAGE>   20
         b. On each Payment Date, the Administrator shall send, or cause to be
sent, to each Certificateholder the statement provided to the Administrator by
Servicer pursuant to Section 5.6 of the Sale and Servicing Agreement on such
Payment Date.

         c. In the event that any withholding tax is imposed on the Trust's
payment (or allocations of income) to a Certificateholder, such tax shall reduce
the amount otherwise distributable to the Certificateholder in accordance with
this Section. Owner Trustee is hereby authorized and directed to retain from
amounts otherwise distributable to the Certificateholders sufficient funds for
the payment of any tax that is legally owed by Issuer (but such authorization
shall not prevent Owner Trustee from contesting any such tax in appropriate
proceedings, and withholding payment of such tax, if permitted by law, pending
the outcome of such proceedings). The amount of any withholding tax imposed with
respect to a Certificateholder shall be treated as cash distributed to such
Certificateholder at the time it is withheld by Issuer and remitted to the
appropriate taxing authority. If there is a possibility that withholding tax is
payable with respect to a distribution (such as a distribution to a non-United
States Certificateholder), Owner Trustee may in its sole discretion withhold
such amounts in accordance with this clause (c). In the event that a
Certificateholder wishes to apply for a refund of any such withholding tax,
Owner Trustee shall reasonably cooperate with such Certificateholder in making
such claim so long as such Certificateholder agrees to reimburse Owner Trustee
for any out-of-pocket expenses incurred.

         SECTION 5.3 Method of Payment. Subject to Section 9.1(c), distributions
required to be made to Certificateholders on any Payment Date shall be made to
each Certificateholder of record on the preceding Record Date either by wire
transfer, in immediately available funds, to the account of such
Certificateholder at a bank or other entity having appropriate facilities
therefor, if (a) such Certificateholder shall have provided to Certificate
Registrar appropriate written instructions at least five Business Days prior to
such Payment Date (b) such Certificateholder is the Depositor, or an Affiliate
thereof, or, if not, by check mailed to such Certificateholder at the address of
such Certificateholder appearing in the Certificate Register. Notwithstanding
the foregoing, the final distribution in respect of any Certificate will be
payable only upon presentation and surrender of such Certificate at the office
or agency maintained for that purpose by Certificate Registrar pursuant to
Section 3.8.

         SECTION 5.4 No Segregation of Monies; No Interest. Subject to Sections
5.1 and 5.2, monies received by Owner Trustee or any Paying Agent hereunder need
not be segregated in any manner except to the extent required by law or the
Indenture or the Sale and Servicing Agreement and may be deposited under such
general conditions as may be prescribed by law, and neither Owner Trustee nor
any Paying Agent shall be liable for any interest thereon.

         SECTION 5.5 Accounting and Reports to the Noteholders,
Certificateholders, the Internal Revenue Service and Others. Subject to Section
2.6, Owner Trustee shall (a) maintain (or cause to be maintained) the books of
Issuer on a calendar year basis on the accrual method of accounting, (b) deliver
(or cause to be delivered) to each Certificateholder, as may be required by the
Code and applicable Treasury Regulations, such information as may be required
(including Schedule K-1) to enable each Certificateholder to prepare its federal
and state income tax returns, (c) prepare and file such tax returns relating to
Issuer (including a partnership information return, Form 1065, if applicable),
and make such elections as may from time to time


                                       16
<PAGE>   21
be required or appropriate under any applicable state or federal statute or rule
or regulation thereunder so as to maintain the Issuer's characterization as a
partnership for federal income tax purposes, (d) cause such tax returns to be
signed in the manner required by law and (e) collect or cause to be collected
any withholding tax as described in and in accordance with Section 5.2(c) with
respect to income or distributions to Certificateholders. Owner Trustee shall
cooperate with the Depositor in making all elections pursuant to this Section as
directed in writing by the Depositor. Subject to Section 2.6, Owner Trustee
shall elect under Section 1278 of the Code to include in income currently any
market discount that accrues with respect to the Receivables and shall elect
under Section 171 of the Code to amortize any bond premium with respect to the
Receivables. Owner Trustee shall not make the election provided under Section
754 of the Code.

         SECTION 5.6 Signature on Returns; Tax Matters Partner.

         a. Notwithstanding the provisions of Section 5.5 and subject to Section
2.6, Depositor shall sign on behalf of Issuer the tax returns of Issuer, unless
applicable law requires Owner Trustee to sign such documents, in which case such
documents shall be signed by Owner Trustee at the written direction of
Depositor.

         b. Subject to Section 2.6, Depositor shall be the "tax matters partner"
of Issuer pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury
Regulations.

                                   ARTICLE VI

                      AUTHORITY AND DUTIES OF OWNER TRUSTEE

         SECTION 6.1 General Authority. Owner Trustee is authorized and directed
to execute and deliver the Basic Documents to which it or the Issuer is named as
a party and each certificate or other document attached as an exhibit to or
contemplated by the Basic Documents to which Issuer is named as a party and any
amendment thereto, in each case, in such form as Depositor shall approve, as
evidenced conclusively by Owner Trustee's execution thereof, and on behalf of
Issuer at the written direction of Depositor, to direct Indenture Trustee to
authenticate and deliver Class A-1 Notes in the aggregate principal amount of
$191,000,000, Class A-2 Notes in the aggregate principal amount of $239,000,000,
Class A-3 Notes in the aggregate principal amount of $208,000,000, Class A-4
Notes in the aggregate principal amount of $67,530,000, Class B Notes in the
aggregate principal amount of $18,664,000 and Class C Notes in the aggregate
principal amount of $11,200,000. In addition to the foregoing, Owner Trustee is
authorized, but shall not be obligated, to take all actions required of Issuer
pursuant to the Basic Documents. Owner Trustee is further authorized from time
to time to take such action as Servicer or Administrator recommends or directs
in writing with respect to the Basic Documents, except to the extent that this
Agreement expressly requires the consent of Certificateholders for such action.

         SECTION 6.2 General Duties. It shall be the duty of Owner Trustee to
discharge (or cause to be discharged) all of its responsibilities pursuant to
the terms of this Agreement and the other Basic Documents and to administer
Issuer in the interest of Certificateholders, subject to the Basic Documents and
in accordance with the provisions of this Agreement.


                                       17
<PAGE>   22
Notwithstanding the foregoing, Owner Trustee shall be deemed to have discharged
its duties and responsibilities hereunder and under the Basic Documents to the
extent Administrator has agreed in the Administration Agreement to perform any
act or to discharge any duty of Owner Trustee or Issuer hereunder or under any
Basic Document, and Owner Trustee shall not be liable for the default or failure
of Administrator to carry out its obligations under the Administration
Agreement. Except as expressly provided in the Basic Documents, the Owner
Trustee shall have no obligation to administer, service or collect the
Receivables or to maintain, monitor or otherwise supervise the administration,
servicing or collection of the Receivables.

         SECTION 6.3 Action upon Instruction.

         a. Subject to Article IV, and in accordance with the Basic Documents,
the Certificateholders may, by written instruction, direct Owner Trustee in the
management of Issuer. Such direction may be exercised at any time by written
instruction of the Certificateholders pursuant to Article IV.

         b. Owner Trustee shall not be required to take any action hereunder or
under any Basic Document if Owner Trustee shall have reasonably determined or
been advised by counsel that such action is likely to result in liability on the
part of Owner Trustee or is contrary to the terms hereof or of any Basic
Document or is otherwise contrary to law and a copy of such opinion has been
provided to Seller and Servicer.

         c. Whenever Owner Trustee is unable to decide between alternative
courses of action permitted or required by the terms of this Agreement or any
Basic Document or is unsure as to the application of any provision of this
Agreement or any Basic Document or any such provision is ambiguous as to its
application, or is, or appears to be, in conflict with any other applicable
provision, or in the event that this Agreement permits any determination by
Owner Trustee or is silent or is incomplete as to the course of action that
Owner Trustee is required to take with respect to a particular set of facts,
Owner Trustee shall promptly give notice (in such form as shall be appropriate
under the circumstances) to the Certificateholders requesting instruction as to
the course of action to be adopted or application of such provision, and to the
extent Owner Trustee acts or refrains from acting in good faith in accordance
with any written instruction of the Certificateholders received, Owner Trustee
shall not be liable on account of such action or inaction to any Person. If the
Owner Trustee receive two or more sets of conflicting instructions, the Owner
Trustee shall act on the instructions from the group of Certificateholders
holding the largest Certificate Percentage Interest. If Owner Trustee shall not
have received appropriate instruction within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or may
be necessary under the circumstances) it may, but shall be under no duty to,
take or refrain from taking such action, not inconsistent with this Agreement or
the Basic Documents, as it shall deem to be in the best interests of the
Certificateholders, and shall have no liability to any Person for such action or
inaction.

         SECTION 6.4 No Duties Except as Specified in this Agreement or in
Instructions. Owner Trustee shall not have any duty or obligation to manage,
make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document


                                       18
<PAGE>   23
contemplated hereby to which Owner Trustee is a party, except as expressly
provided by the terms of this Agreement or in any document or written
instruction received by Owner Trustee pursuant to Section 6.3; and no implied
duties or obligations shall be read into this Agreement or any Basic Document
against Owner Trustee. Owner Trustee shall have no responsibility for filing any
financing or continuation statement in any public office at any time or to
otherwise perfect or maintain the perfection of any security interest or lien
granted to it hereunder or to prepare or file any Commission filing for Issuer
or to record this Agreement or any Basic Document. Owner Trustee nevertheless
agrees that it will, at its own cost and expense, promptly take all action as
may be necessary to discharge any Liens on any part of the Owner Trust Estate
that result from actions by, or claims against, Owner Trustee that are not
related to the ownership or the administration of the Owner Trust Estate.

         SECTION 6.5 No Action Except under Specified Documents or Instructions.
Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal
with any part of the Owner Trust Estate except (i) in accordance with the powers
granted to and the authority conferred upon Owner Trustee pursuant to this
Agreement, (ii) in accordance with the Basic Documents and (iii) in accordance
with any document or instruction delivered to Owner Trustee pursuant to Section
6.3.

         SECTION 6.6 Restrictions. Owner Trustee shall not take any action (a)
that is inconsistent with the purposes of Issuer set forth in Section 2.3 or (b)
that, to the actual knowledge of Owner Trustee, would (i) affect the treatment
of the Notes as indebtedness for federal income, state and local income and
franchise tax purposes, (ii) be deemed to cause a taxable exchange of the Notes
for federal income or state income or franchise tax purposes or (iii) cause
Issuer or any portion thereof to be treated as an association or publicly traded
partnership taxable as a corporation for federal income, state and local income
or franchise tax purposes. The Certificateholders shall not direct Owner Trustee
to take action that would violate the provisions of this Section.

                                  ARTICLE VII

                            CONCERNING OWNER TRUSTEE

         SECTION 7.1 Acceptance of Trusts and Duties. Owner Trustee accepts the
trusts hereby created and agrees to perform its duties hereunder with respect to
such trusts but only upon the terms of this Agreement. Owner Trustee also agrees
to disburse all moneys actually received by it constituting part of the Owner
Trust Estate upon the terms of the Basic Documents and this Agreement. Owner
Trustee shall not be answerable or accountable hereunder or under any Basic
Document under any circumstances, except (i) for its own willful misconduct, bad
faith or gross negligence, (ii) in the case of the inaccuracy of any
representation or warranty contained in Section 7.3 expressly made by Owner
Trustee in its individual capacity, (iii) for liabilities arising from the
failure of the Owner Trustee to perform obligations expressly undertaken by it
in the last sentence of Section 6.4 or (iv) for taxes, fees or other charges on,
based on or measured by, any fees, commissions or compensation received by the
Owner Trustee. In particular, but not by way of limitation (and subject to the
exceptions set forth in the preceding sentence):

                                       19
<PAGE>   24
         a. Owner Trustee shall not be liable for any error of judgment made by
a Responsible Officer of Owner Trustee;

         b. Owner Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in accordance with the instructions of Depositor,
Servicer, Administrator or any Certificateholder;

         c. no provision of this Agreement or any Basic Document shall require
Owner Trustee to expend or risk funds or otherwise incur any financial liability
in the performance of any of its rights or powers hereunder or under any Basic
Document if Owner Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to it;

         d. under no circumstances shall Owner Trustee be liable for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes or amounts distributable on the
Certificates;

         e. Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Agreement or for the due execution hereof by
Depositor or for the form, character, genuineness, sufficiency, value or
validity of any of the Owner Trust Estate or for or in respect of the validity
or sufficiency of the Basic Documents, other than the certificate of
authentication on the Certificates, and Owner Trustee shall in no event assume
or incur any liability, duty or obligation to any Noteholder or to any
Certificateholder, other than as expressly provided for herein and in the Basic
Documents;

         f. Owner Trustee shall not be liable for the default or misconduct of
Indenture Trustee, Servicer, Custodian or Administrator under any of the Basic
Documents or otherwise and Owner Trustee shall have no obligation or liability
to perform the obligations of Issuer under this Agreement or the Basic Documents
that are required to be performed by Indenture Trustee under the Indenture,
Servicer or Custodian under the Sale and Servicing Agreement or Administrator
under the Administration Agreement; and

         g. Owner Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Agreement, or to institute, conduct or
defend any litigation under this Agreement or otherwise or in relation to this
Agreement or any Basic Document, at the request, order or written direction of
any of the Certificateholders, unless such Certificateholders have offered to
Owner Trustee security or indemnity satisfactory to it against the costs,
expenses and liabilities that may be incurred by Owner Trustee therein or
thereby. The right of Owner Trustee to perform any discretionary act enumerated
in this Agreement or in any Basic Document shall not be construed as a duty, and
Owner Trustee shall not be answerable for other than its negligence, bad faith
or willful misconduct in the performance of any such act.

         SECTION 7.2 Furnishing of Documents. Owner Trustee shall furnish to the
Certificateholders promptly upon receipt of a written request therefor,
duplicates or copies of all reports, notices, requests, demands, certificates,
financial statements and any other instruments furnished to Owner Trustee under
the Basic Documents.

                                       20
<PAGE>   25
         SECTION 7.3 Representations and Warranties. Wilmington Trust Company
hereby represents and warrants to Depositor, for the benefit of the
Certificateholders, that:

         a. It is a Delaware banking corporation duly organized and validly
existing in good standing under the laws of the State of Delaware and having an
office within the State of Delaware. It has all requisite corporate power and
authority to execute, deliver and perform its obligations under this Agreement.

         b. It has taken all corporate action necessary to authorize the
execution and delivery by it of this Agreement, and this Agreement will be
executed and delivered by one of its officers who is duly authorized to execute
and deliver this Agreement on its behalf.

         c. This Agreement constitutes a legal, valid and binding obligation of
Owner Trustee, enforceable against Owner Trustee in accordance with its 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.

         d. Neither the execution nor the delivery by it of this Agreement, nor
the consummation by it of the transactions contemplated hereby nor compliance by
it with any of the terms or provisions hereof will contravene any federal or
Delaware law, governmental rule or regulation governing the banking or trust
powers of Owner Trustee or any judgment or order binding on it, or constitute
any default under its charter documents or by-laws or any indenture, mortgage,
contract, agreement or instrument to which it is a party or by which any of its
properties may be bound.

         SECTION 7.4 Reliance; Advice of Counsel.

         a. Owner Trustee shall incur no liability to anyone in acting upon any
signature, instrument, notice, resolution, request, consent, order, certificate,
report, opinion, bond or other document or paper believed by it to be genuine
and believed by it to be signed by the proper party or parties. Owner Trustee
may accept a certified copy of a resolution of the board of directors or other
governing body of any corporate party as conclusive evidence that such
resolution has been duly adopted by such body and that the same is in full force
and effect. As to any fact or matter the method of the determination of which is
not specifically prescribed herein, Owner Trustee may for all purposes hereof
rely on a certificate, signed by the president or any vice president or by the
treasurer, secretary or other authorized officers of the relevant party, as to
such fact or matter, and such certificate shall constitute full protection to
Owner Trustee for any action taken or omitted to be taken by it in good faith in
reliance thereon.

         b. In the exercise or administration of the trusts hereunder and in the
performance of its duties and obligations under this Agreement or the Basic
Documents, Owner Trustee (i) may act directly or through its agents or attorneys
pursuant to agreements entered into with any of them, but Owner Trustee shall
not be liable for the conduct or misconduct of such agents, custodians, nominees
(including persons acting under a power of attorney) or attorneys selected with
reasonable care and (ii) may consult with counsel, accountants and other skilled
persons knowledgeable in the relevant area to be selected with reasonable care
and employed by


                                       21
<PAGE>   26
it at the expense of the Trust. Owner Trustee shall not be liable for anything
done, suffered or omitted in good faith by it in accordance with the written
opinion or advice of any such counsel, accountants or other such persons and not
contrary to this Agreement or any Basic Document.

         SECTION 7.5 Not Acting in Individual Capacity. Except as provided in
this Article VII, in accepting the trusts hereby created, Wilmington Trust
Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against Owner Trustee by reason of the
transactions contemplated by this Agreement or any Basic Document shall look
only to the Owner Trust Estate for payment or satisfaction thereof.

         SECTION 7.6 Owner Trustee Not Liable for Certificates or Receivables.
The recitals contained herein and in the Certificates (other than the signature
and countersignature of Owner Trustee on the Certificates) shall be taken as the
statements of Depositor, and Owner Trustee assumes no responsibility for the
correctness thereof. Owner Trustee makes no representations as to the validity
or sufficiency of this Agreement, of any Basic Document or of the Certificates
(other than the signature and countersignature of Owner Trustee on the
Certificates) or the Notes, or of any Receivable or related documents. Owner
Trustee shall at no time have any responsibility or liability for or with
respect to the legality, validity and enforceability of any Receivable, or the
perfection and priority of any security interest created by any Receivable in
any Financed Vehicle or the maintenance of any such perfection and priority, or
for or with respect to the sufficiency of the Owner Trust Estate or its ability
to generate the payments to be distributed to Certificateholders under this
Agreement or the Noteholders under the Indenture, including: the existence,
condition and ownership of any Financed Vehicle; the existence and
enforceability of any insurance thereon; the existence and contents of any
Receivable on any computer or other record thereof; the validity of the
assignment of any Receivable to Issuer or of any intervening assignment; the
completeness of any Receivable; the performance or enforcement of any
Receivable; the compliance by Depositor or Servicer with any warranty or
representation made under any Basic Document or in any related document or the
accuracy of any such warranty or representation or any action of Indenture
Trustee, Administrator or Servicer or any subservicer taken in the name of Owner
Trustee.

         SECTION 7.7 Owner Trustee May Own Certificates and Notes. Owner Trustee
in its individual or any other capacity may become the owner or pledgee of
Certificates or Notes and may deal with Depositor, Indenture Trustee,
Administrator and Servicer in banking transactions with the same rights as it
would have if it were not Owner Trustee.

                                  ARTICLE VIII

                          COMPENSATION OF OWNER TRUSTEE

         SECTION 8.1 Owner Trustee's Fees and Expenses. Depositor shall cause
Wells Fargo Bank, National Association, as Servicer, to pay to Owner Trustee
from time to time reasonable compensation for all services rendered by Owner
Trustee under this Agreement (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust). Except as otherwise expressly provided for in this Agreement, Depositor
shall cause the Servicer to reimburse Owner Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by Owner
Trustee in accordance with


                                       22
<PAGE>   27
any provision of this Agreement (including the reasonable compensation, expenses
and disbursements of such agents and counsel as Owner Trustee may employ in
connection with the exercise and performance of its rights and its duties
hereunder), except any such expense may be attributable to its willful
misconduct, gross negligence or bad faith.

         SECTION 8.2 Indemnification. Depositor shall cause the Servicer to
indemnify Owner Trustee and its successors, assigns, directors, officers,
employees and agents from and against, any and all loss, liability and expense
(including reasonable legal fees and expenses) of any kind and nature whatsoever
which may at any time be imposed on, incurred by, or asserted against Owner
Trustee or any Indemnified Party in any way relating to or arising out of this
Agreement, the Basic Documents, the Owner Trust Estate, the administration of
the Owner Trust Estate or the action or inaction of Owner Trustee hereunder,
provided, however, that the Servicer shall not be liable for or required to
indemnify Owner Trustee from and against any of the foregoing expenses arising
or resulting from any of the matters described in the third sentence of Section
7.1.

         SECTION 8.3 Payments to Owner Trustee. Any amounts paid to Owner
Trustee pursuant to this Article VIII and the Administration Agreement shall be
deemed not to be a part of the Owner Trust Estate immediately after such
payment.

                                   ARTICLE IX

                         TERMINATION OF TRUST AGREEMENT

         SECTION 9.1 Termination of Trust Agreement.

         a. This Agreement (other than Article VIII) and Issuer shall terminate
and be of no further force or effect, upon the final distribution by Owner
Trustee of all moneys or other property or proceeds of the Owner Trust Estate in
accordance with the terms of the Indenture, the Sale and Servicing Agreement and
Article V; provided, however, that in no event shall the Trust created by this
Agreement continue beyond the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
Court of St. James, living on the date of this Agreement. The bankruptcy,
liquidation, dissolution, death or incapacity of any Certificateholder shall not
(x) operate to terminate this Agreement or Issuer, nor (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of Issuer or Owner Trust Estate nor (z) otherwise affect the rights,
obligations and liabilities of the parties hereto.

         b. Except as provided in clause (a), neither Depositor nor any
Certificateholder shall be entitled to revoke or terminate the Issuer.

         c. Notice of any termination of Issuer, specifying the Payment Date
upon which the Certificateholders shall surrender their Certificates to Paying
Agent for payment of the final distribution and cancellation, shall be given by
Owner Trustee by letter to Certificateholders mailed within five Business Days
of receipt of notice of such termination from Servicer given pursuant to Section
9.1(c) of the Sale and Servicing Agreement, stating (i) the Payment Date


                                       23
<PAGE>   28
upon or with respect to which final payment of the Certificates shall be made
upon presentation and surrender of the Certificates at the office of Paying
Agent therein designated, (ii) the amount of any such final payment and (iii)
that the Record Date otherwise applicable to such Payment Date is not
applicable, payments being made only upon presentation and surrender of the
Certificates at the office of Paying Agent therein specified. Owner Trustee
shall give such notice to Certificate Registrar (if other than Owner Trustee)
and Paying Agent at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, Paying Agent shall cause to be
distributed to Certificateholders amounts distributable on such Payment Date
pursuant to Section 5.2.

         If all of the Certificateholders shall not surrender their Certificates
for cancellation within sixty (60) days after the date specified in the above
mentioned written notice, Owner Trustee shall give a second written notice to
the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
sixty (60) days after the second notice all the Certificates shall not have been
surrendered for cancellation, Owner Trustee may take appropriate steps, or may
appoint an agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their Certificates, and the cost
thereof shall be paid out of the funds and other assets that shall remain
subject to this Agreement. Any funds remaining after exhaustion of such remedies
shall be distributed, subject to applicable escheat laws, by Owner Trustee to
Depositor.

                                   ARTICLE X

             SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

         SECTION 10.1 Eligibility Requirements for Owner Trustee. Owner Trustee
shall at all times be a bank (i) authorized to exercise corporate trust powers,
(ii) having a combined capital and surplus of at least $50,000,000 and (iii)
subject to supervision or examination by Federal or state authorities. If such
bank shall publish reports of condition at least annually, pursuant to law or to
the requirements of the aforesaid supervising or examining authority, then for
the purpose of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In case at any time Owner
Trustee shall cease to be eligible in accordance with the provisions of this
Section, Owner Trustee shall resign immediately in the manner and with the
effect specified in Section 10.2.

         SECTION 10.2 Resignation or Removal of Owner Trustee. Owner Trustee may
at any time resign and be discharged from the trusts hereby created by giving
written notice thereof to Administrator. Upon receiving such notice of
resignation, Administrator shall promptly appoint a successor Owner Trustee by
written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Owner Trustee and one copy to the successor Owner
Trustee. If no successor Owner Trustee shall have been so appointed and have
accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee may petition any court of competent
jurisdiction for the appointment of a successor Owner Trustee; provided,
however, that such right to appoint or to petition for the appointment of any
such successor shall in no event relieve the resigning Owner Trustee from


                                       24
<PAGE>   29
any obligations otherwise imposed on it under the Basic Documents until such
successor has in fact assumed such appointment.

         If at any time Owner Trustee shall cease to be eligible in accordance
with the provisions of Section 10.1 and shall fail to resign after written
request therefor by Administrator, or if at any time Owner Trustee shall be
legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver
of Owner Trustee or of its property shall be appointed, or any public officer
shall take charge or control of Owner Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then Administrator
may remove Owner Trustee. If Administrator shall remove Owner Trustee under the
authority of the immediately preceding sentence, Administrator shall promptly
appoint a successor Owner Trustee by written instrument, in duplicate, one copy
of which instrument shall be delivered to the outgoing Owner Trustee so removed
and one copy to the successor Owner Trustee and payment of all fees owed to the
outgoing Owner Trustee.

         Any resignation or removal of Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to
the outgoing Owner Trustee. Administrator shall provide notice of such
resignation or removal of Owner Trustee to each of the Rating Agencies.

         SECTION 10.3 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to
Administrator and to its predecessor Owner Trustee an instrument accepting such
appointment under this Agreement, and thereupon the resignation or removal of
the predecessor Owner Trustee shall become effective and such successor Owner
Trustee, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor under
this Agreement, with like effect as if originally named as Owner Trustee. The
predecessor Owner Trustee shall upon payment of its fees and expenses deliver to
the successor Owner Trustee all documents and statements and monies held by it
under this Agreement; and Administrator and the predecessor Owner Trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for fully and certainly vesting and confirming in the successor
Owner Trustee all such rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Owner Trustee shall
be eligible pursuant to Section 10.1.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this Section, Administrator shall mail notice of the successor of such Owner
Trustee to all Certificateholders, Indenture Trustee, the Noteholders and each
of the Rating Agencies. If Administrator shall fail to mail such notice within
10 days after acceptance of appointment by the successor Owner Trustee, the
successor Owner Trustee shall cause such notice to be mailed at the expense of
Administrator.

         SECTION 10.4 Merger or Consolidation of Owner Trustee. Any corporation
into which Owner Trustee may be merged or converted or with which it may be
consolidated, or


                                       25
<PAGE>   30
any corporation resulting from any merger, conversion or consolidation to which
Owner Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of Owner Trustee, shall,
without the execution or filing of any instrument or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding,
be the successor of Owner Trustee hereunder; provided that such corporation
shall be eligible pursuant to Section 10.1; and provided further that Owner
Trustee shall mail notice of such merger or consolidation to the Rating
Agencies.

         SECTION 10.5 Appointment of Co-Trustee or Separate Trustee.
Notwithstanding any other provisions of this Agreement, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Owner Trust Estate or any Financed Vehicle may at the time be located,
Administrator and Owner Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
Owner Trustee to act as co-trustee, jointly with Owner Trustee, or separate
trustee or separate trustees, of all or any part of the Owner Trust Estate, and
to vest in such Person, in such capacity, such title to Issuer, or any part
thereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as Administrator and Owner Trustee may
consider necessary or desirable. If Administrator shall not have joined in such
appointment within 15 days after the receipt by it of a request so to do, Owner
Trustee alone shall have the power to make such appointment. No co-trustee or
separate trustee under this Agreement shall be required to meet the terms of
eligibility as a successor trustee pursuant to Section 10.1 and no notice of the
appointment of any co-trustee or separate trustee shall be required pursuant to
Section 10.3.

         Each separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon Owner Trustee shall be conferred upon and exercised or
         performed by Owner Trustee and such separate trustee or co-trustee
         jointly (it being understood that such separate trustee or co-trustee
         is not authorized to act separately without Owner Trustee joining in
         such act), except to the extent that under any law of any jurisdiction
         in which any particular act or acts are to be performed, Owner Trustee
         shall be incompetent or unqualified to perform such act or acts, in
         which event such rights, powers, duties and obligations (including the
         holding of title to Issuer or any portion thereof in any such
         jurisdiction) shall be exercised and performed singly by such separate
         trustee or co-trustee, but solely at the direction of Owner Trustee;

                  (ii) no trustee under this Agreement shall be personally
         liable by reason of any act or omission of any other trustee under this
         Agreement; and

                  (iii) Administrator and Owner Trustee acting jointly may at
         any time accept the resignation of or remove any separate trustee or
         co-trustee.

         Any notice, request or other writing given to Owner Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to


                                       26
<PAGE>   31
each of them. Every instrument appointing any separate trustee or co-trustee
shall refer to this Agreement and the conditions of this Article. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with Owner Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including every
provision of this Agreement relating to the conduct of, affecting the liability
of, or affording protection to, Owner Trustee. Each such instrument shall be
filed with Owner Trustee and a copy thereof given to Administrator.

         Any separate trustee or co-trustee may at any time appoint Owner
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by Owner
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.1 Supplements and Amendments.

         a. This Agreement may be amended by Depositor, Owner Trustee,
Administrator, Certificate Registrar and Paying Agent, with prior written notice
to the Rating Agencies, 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, 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 each Rating Agency shall
         have notified the Depositor, the Servicer, Indenture Trustee and the
         Owner Trustee in writing that the amendment will not result in a
         reduction or withdrawal of the rating of any outstanding Notes or
         Certificates with respect to which it is a Rating Agency; and

                                       27
<PAGE>   32
                  (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
         GAAP by Depositor to Issuer, (b) Issuer to avoid becoming a member of
         Depositor's consolidated group under GAAP or (c) the Depositor or any
         of their 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 Depositor,
Owner Trustee, Administrator, Certificate Registrar and Paying Agent, with prior
written notice to the Rating Agencies, with the consent of the Holders of Notes
evidencing not less than a majority of the Outstanding Amount of the Notes and,
to the extent affected thereby, 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 (a) 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 (b) reduce the aforesaid percentage of the Outstanding
Amount of the Notes and the Certificate Percentage Interests required to consent
to any such amendment, without the consent of the Holders of all the outstanding
Notes and Holders of all outstanding Certificates.

         c. Promptly after the execution of any such amendment or consent, the
Administrator shall furnish written notification of the substance of such
amendment or consent to each Certificateholder, Indenture Trustee and each of
the Rating Agencies.

         d. It shall not be necessary for the consent of Certificateholders, the
Noteholders or Indenture Trustee pursuant to this Section to approve the
particular form of any proposed amendment or consent, but it shall be sufficient
if such consent, where required, shall approve the substance thereof. The manner
of obtaining such consents (and any other consents of Certificateholders
provided for in this Agreement or in any other Basic Document) and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable requirements as Owner Trustee may prescribe.

         e. Prior to the execution of any amendment to this Agreement, Owner
Trustee shall be entitled to receive and 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. Owner Trustee may, but shall not be
obligated to, enter into any such amendment which affects Owner Trustee's own
rights, duties or immunities under this Agreement or otherwise.

         SECTION 11.2 No Legal Title to Owner Trust Estate in
Certificateholders. The Certificateholders shall not have legal title to any
part of the Owner Trust Estate. The Certificateholders shall be entitled to
receive distributions with respect to their undivided ownership interest therein
only in accordance with Articles V and IX. No transfer, by operation


                                       28
<PAGE>   33
of law or otherwise, of any right, title or interest of the Certificateholders
to and in their ownership interest in the Owner Trust Estate shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of legal title to any part of the Owner
Trust Estate.

         SECTION 11.3 Limitations on Rights of Others. Except for Section 2.7,
the provisions of this Agreement are solely for the benefit of Owner Trustee,
Issuer, Depositor, Administrator, Certificateholders, Servicer and, to the
extent expressly provided herein, Indenture Trustee and the Noteholders, 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 11.4 Notices.

         a. Unless otherwise expressly specified or permitted by the terms
hereof, all notices shall be in writing and shall be deemed given by telecopy
with receipt acknowledged by the recipient thereof or upon receipt personally
delivered, delivered by overnight courier or mailed certified mail, return
receipt requested, if to Owner Trustee, addressed to the Corporate Trust Office;
if to Depositor, addressed to Wells Fargo Auto Receivables Corporation, Wells
Fargo Center, Sixth and Marquette, Minneapolis, Minnesota 55479, Attention: Mary
E. Schaffner; if to Administrator, Certificate Registrar or Paying Agent,
addressed to Wells Fargo Bank Minnesota, National Association, Wells Fargo
Center, Sixth and Marquette, Minneapolis, Minnesota 55479, Attention: Marianna
C. Stershic; or, as to each party, at such other address as shall be designated
by such party in a written notice to each other party.

         b. Any notice required or permitted to be given to a Certificateholder
shall be given by first-class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given, whether or not the Certificateholder receives such notice.

         SECTION 11.5 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 invalidate or render
unenforceable such provision in any other jurisdiction.

         SECTION 11.6 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 11.7 Successors and Assigns. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, Depositor,
Owner Trustee, Administrator, Certificate Registrar and Paying Agent, and their
respective successors and permitted assigns and each Certificateholder and its
successors and permitted assigns, all as


                                       29
<PAGE>   34
herein provided. Any request, notice, direction, consent, waiver or other
instrument or action by a Certificateholder shall bind the successors and
assigns of such Certificateholder.

         SECTION 11.8 No Petition. Each of Administrator, Certificate Registrar,
Paying Agent and Owner Trustee (not in its individual capacity but solely as
Owner Trustee), by entering into this Agreement, each Certificateholder, by
accepting a Certificate, and Indenture Trustee and each Noteholder or Note Owner
by accepting the benefits of this Agreement, hereby covenants and agrees that
they will not at any time institute against Depositor or Issuer, or solicit or
join in or cooperate with or encourage any institution against Depositor or
Issuer of any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Certificates, the Notes, this Agreement or any of the Basic Documents.

         SECTION 11.9 No Recourse.

         a. Each Certificateholder by accepting a Certificate acknowledges that
such Certificateholder's Certificates represent beneficial interests in Issuer
only and do not represent interests in or obligations of Seller, Servicer,
Administrator, Depositor, Owner Trustee, Indenture Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets, except
as expressly set forth or contemplated in this Agreement, the Certificates or
the Basic Documents.

         b. In furtherance of and not in derogation of the foregoing, to the
extent Depositor enters into other securitization transactions, each
Certificateholder, by accepting a Certificate, acknowledges and agrees that it
shall have no right, title or interest in or to any assets or interests therein
of Depositor (other than the Trust Estate and Demand Note relating to this
transaction) conveyed or purported to be conveyed by Depositor to another
securitization trust or other Person or Persons in connection therewith (whether
by way of a sale, capital contribution or by virtue of the granting of a lien)
("Other Assets"). To the extent that, notwithstanding the agreements and
provisions contained in the preceding sentences of this Section, a
Certificateholder either (i) asserts an interest or claim to, or benefit from,
Other Assets, whether asserted against or through Depositor or any other Person
owned by Depositor, or (ii) is deemed to have any such interest, claim or
benefit in or from Other Assets, whether by operation of law, legal process,
pursuant to applicable provisions of insolvency laws or otherwise (including by
virtue of Section 1111(b) of the Federal Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), and whether deemed
asserted against or through Depositor or any other Person owned by Depositor,
then each Certificateholder, by accepting a Certificate, further acknowledges
and agrees that any such interest, claim or benefit in or from Other Assets is
and shall be expressly subordinated to the indefeasible payment in full of all
obligations and liabilities of Depositor which, under the terms of the relevant
documents relating to the securitization of such Other Assets, are entitled to
be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to priority of distribution or application under
applicable law, including insolvency laws, and whether asserted against
Depositor or any other Person owned by Depositor), including the payment of
post-petition interest on such other obligations and liabilities. This
subordination agreement shall be deemed a subordination


                                       30
<PAGE>   35
agreement within the meaning of Section 510(a) of the Bankruptcy Code. Each
Certificateholder, by acceptance of a Certificate, further acknowledges and
agrees that no adequate remedy at law exists for a breach of this Section
11.9(b) and the terms of this Section 11.9(b) may be enforced by an action for
specific performance. The provisions of this Section 11.9(b) shall be for the
third party benefit of those entitled to rely thereon and shall survive the
termination of this Agreement.

         SECTION 11.10 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 11.11 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 LAWS, 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 11.12 Servicer. Servicer is authorized to execute on behalf of
Issuer all such documents, reports, filings, instruments, certificates and
opinions as it shall be the duty of Issuer to prepare, file or deliver pursuant
to the Basic Documents. Upon written request, Owner Trustee shall execute and
deliver to Servicer a power of attorney appointing Servicer as Issuer's agent
and attorney-in-fact to execute all such documents, reports, filings,
instruments, certificates and opinions.

         SECTION 11.13 Sale and Servicing Agreement. Owner Trustee is hereby
authorized and directed to perform all acts and undertakings of the Owner
Trustee contemplated in Sections 3.2, 3.3(b), (c), (d) and (f), 4.1(a), 4.3,
4.4, 4.7, 4.11(b), 5.1(a), 5.6, 8.1, 8.4, 10.1(a), (b) and (e), 10.2(g) and (h)
and 10.4 of the Sale and Servicing Agreement.




                                       31
<PAGE>   36
         IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement
to be duly executed by their respective officers hereunto duly authorized as of
the day and year first above written.



                                WILMINGTON TRUST COMPANY,
                                as Owner Trustee


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

                                WELLS FARGO AUTO RECEIVABLES CORPORATION,
                                as Depositor

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

                                WELLS FARGO BANK MINNESOTA, NATIONAL
                                ASSOCIATION, as Administrator, Certificate
                                Registrar and Paying Agent

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


Acknowledged (for purposes of Article VIII):

WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Servicer



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






                                       32
<PAGE>   37
                                    EXHIBIT A

                               FORM OF CERTIFICATE


NUMBER                                      100% CERTIFICATE PERCENTAGE INTEREST
R-1


                          WELLS FARGO AUTO TRUST 2001-A

                            ASSET BACKED CERTIFICATE

         Evidencing a beneficial ownership interest in certain distributions of
Issuer, as defined below, the property of which includes a pool of Motor Vehicle
Loans sold to Issuer by Seller.

         (This Certificate does not represent an interest in or obligation of
Wells Fargo Auto Receivables Corporation or any of its Affiliates, except to the
extent described below.)

         THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR
ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION
THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. IT AGREES, ON ITS OWN BEHALF
AND ON BEHALF OF ANY ACCOUNTS FOR WHICH IT IS ACTING AS AGENT, THAT SUCH
CERTIFICATE MAY BE RESOLD, ASSIGNED, PLEDGED OR TRANSFERRED ONLY (A) SO LONG AS
THE CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT, SUCH TO A PERSON WHOM THE TRANSFEROR REASONABLY BELIEVES AFTER
DUE INQUIRY IS A QIB ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE ACCOUNT OF
OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE QIBS) TO
WHOM NOTICE IS GIVEN THAT THE RESALE, ASSIGNMENT, PLEDGE OR TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR (C) SUCH RESALE, ASSIGNMENT, PLEDGE OR
OTHER TRANSFER IS MADE IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND OTHER SECURITIES OR "BLUE SKY" LAWS, IN
WHICH CASE THE OWNER TRUSTEE SHALL REQUIRE (I) THAT BOTH THE PROSPECTIVE
TRANSFEROR AND THE PROSPECTIVE TRANSFEREE CERTIFY TO THE OWNER TRUSTEE AND THE
DEPOSITOR IN WRITING THE FACTS SURROUNDING SUCH TRANSFER, WHICH CERTIFICATION
SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE OWNER TRUSTEE AND (II) A
WRITTEN OPINION OF COUNSEL (WHICH SHALL NOT BE AT THE EXPENSE OF THE OWNER
TRUSTEE OR THE DEPOSITOR) SATISFACTORY TO THE OWNER TRUSTEE AND THE DEPOSITOR,




                                  Exhibit A-1
<PAGE>   38
TO THE EFFECT THAT SUCH TRANSFER WILL NOT VIOLATE THE SECURITIES ACT, IN EACH
CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY
STATE OR JURISDICTION. ANY ATTEMPTED TRANSFER IN CONTRAVENTION OF THE
IMMEDIATELY PRECEDING RESTRICTIONS WILL BE VOID AB INITIO AND THE PURPORTED
TRANSFEROR WILL CONTINUE TO BE TREATED AS THE OWNER OF THE CERTIFICATE FOR ALL
PURPOSES.

         NO CERTIFICATE OR BENEFICIAL INTEREST THEREIN (EACH A "CERTIFICATE
INTEREST") MAY BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED (EACH A
"TRANSFER") TO ANY PERSON OTHER THAN DEPOSITOR UNLESS (A) THE TRANSFEROR OF THE
CERTIFICATE INTEREST NOTIFIES THE TRANSFEREE HOLDER AND BENEFICIAL OWNER OF THE
CERTIFICATE INTEREST (THE "ASSIGNEE") OF THE TRANSFER RESTRICTIONS APPLICABLE TO
SUCH CERTIFICATE INTEREST AND OF THE REPRESENTATIONS, AGREEMENTS AND COVENANTS
SUCH ASSIGNEE IS DEEMED TO MAKE AS A RESULT OF ITS ACCEPTANCE OF SUCH
CERTIFICATE INTEREST, AS DESCRIBED IN THIS PARAGRAPH, (B) THE TRANSFEROR HAS NO
ACTUAL KNOWLEDGE THAT THE ASSIGNEE IS OR INTENDS TO BECOME A PROHIBITED
PASS-THROUGH ENTITY (AS DEFINED BELOW), (C) SUCH TRANSFER WOULD NOT CAUSE THE
NUMBER OF TARGETED HOLDERS (AS DEFINED BELOW) TO EXCEED NINETY (90) AND (D)
PRIOR TO THE FIRST SUCH TRANSFER, TAX COUNSEL FOR TRANSFEROR SHALL HAVE RENDERED
ITS OPINION THAT, FOR U.S. FEDERAL INCOME TAX PURPOSES, ISSUER WILL BE TREATED
AS A PARTNERSHIP AND NOT AS AN ASSOCIATION OR PUBLICLY TRADED PARTNERSHIP
TAXABLE AS A CORPORATION AND THE CERTIFICATES WILL BE TREATED AS PARTNERSHIP
INTERESTS IN ISSUER. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS
CERTIFICATE, ANY ATTEMPTED TRANSFER OF A CERTIFICATE INTEREST THAT DOES NOT
COMPLY WITH THE REQUIREMENTS SET FORTH IN THIS PARAGRAPH SHALL BE VOID. FOR
PURPOSES OF THIS PARAGRAPH, THE TERM "TARGETED HOLDER" MEANS EACH BENEFICIAL
OWNER OF AN INTEREST IN ISSUER (INCLUDING EACH CERTIFICATE INTEREST AND ANY
FINANCIAL INSTRUMENT OR CONTRACT THE VALUE OF WHICH IS DETERMINED IN WHOLE OR IN
PART BY REFERENCE TO ISSUER OR ANY PORTION THEREOF OR TO ANY CERTIFICATE
INTEREST); PROVIDED THAT ANY PERSON HOLDING MORE THAN ONE INTEREST EACH OF WHICH
WOULD CAUSE SUCH PERSON TO BE A TARGETED HOLDER SHALL BE TREATED AS A SINGLE
TARGETED HOLDER. EACH HOLDER AND BENEFICIAL OWNER OF A CERTIFICATE INTEREST, BY
ACCEPTANCE OF SUCH CERTIFICATE INTEREST, IS DEEMED TO REPRESENT AND AGREE WITH
ISSUER AND OWNER TRUSTEE THAT (X) IT HAS NOT ACQUIRED, AND SUCH HOLDER OR
BENEFICIAL OWNER WILL NOT TRANSFER, THE CERTIFICATE INTEREST OR CAUSE THE
CERTIFICATE INTEREST TO BE MARKETED ON OR THROUGH (I) AN "ESTABLISHED SECURITIES
MARKET" AS DEFINED FOR PURPOSES OF SECTION 7704 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE") OR (II) A "SECONDARY SECURITIES MARKET (OR THE
SUBSTANTIAL EQUIVALENT THEREOF)", AS DEFINED FOR PURPOSES OF SECTION 7704 OF THE
CODE, AND (Y) IT IS NOT AND WILL NOT BECOME A PARTNERSHIP, SUBCHAPTER S
CORPORATION, ESTATE OR TRUST FOR U.S. FEDERAL INCOME TAX PURPOSES A



                                  Exhibit A-2
<PAGE>   39
PRINCIPAL PURPOSE OF THE USE OF WHICH IS TO PERMIT ISSUER TO SATISFY THE
100-PARTNER LIMITATION IN TREASURY REGULATION SECTION 1.7704-1(H) (A "PROHIBITED
PASS-THROUGH ENTITY").

         AT SUCH TIME THAT THE CERTIFICATES ARE HELD BY MORE THAN ONE PERSON, IT
IS INTENDED THAT, SOLELY FOR INCOME AND FRANCHISE TAX PURPOSES, (A) THE ISSUER
BE TREATED AS A PARTNERSHIP FOR U.S. FEDERAL INCOME TAX PURPOSE. AND (B) A
CERTIFICATE BE TREATED AS A PARTNERSHIP INTEREST IN SUCH PARTNERSHIP. EACH
HOLDER AND BENEFICIAL OWNER OF A CERTIFICATE INTEREST, BY ACCEPTANCE OF SUCH
CERTIFICATE INTEREST, IS DEEMED TO AGREE WITH SUCH TREATMENT AND IS DEEMED TO
AGREE THAT IT WILL TAKE NO ACTION INCONSISTENT WITH SUCH TREATMENT.

         NO CERTIFICATE OR INTEREST THEREIN MAY BE ACQUIRED OR HELD (IN THE
INITIAL ACQUISITION OR THROUGH A TRANSFER) WITH PLAN ASSETS OF ANY "EMPLOYEE
BENEFIT PLAN" SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), ANY "PLAN" DESCRIBED BY SECTION 4975(E)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, OR ANY ENTITY DEEMED TO HOLD THE ASSETS OF ANY
OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN'S OR OTHER PLAN'S
INVESTMENT IN SUCH ENTITY (EACH, A "BENEFIT PLAN").

         THIS CERTIFIES THAT WELLS FARGO AUTO RECEIVABLES CORPORATION is the
registered owner of a 100% Certificate Percentage Interest that is
nonassessable, fully-paid, beneficial ownership interest in certain
distributions of WELLS FARGO AUTO TRUST 2001-A ("Issuer") formed by Wells Fargo
Auto Receivables Corporation, a Delaware corporation ("Depositor").

         Issuer was created pursuant to a Trust Agreement dated as of May __,
2001 (the "Trust Agreement"), between Depositor and Wilmington Trust Company, as
owner trustee ("Owner Trustee"), a summary of certain of the pertinent
provisions of which is set forth below. To the extent not otherwise defined
herein, the capitalized terms used herein have the meanings assigned to them in
Appendix X to the Sale and Servicing Agreement among Issuer, Wells Fargo Auto
Receivables Corporation, as Seller ("Seller"), Wells Fargo Bank, National
Association, as Servicer ("Servicer"), and The Chase Manhattan Bank, as
Indenture Trustee ("Indenture Trustee"), dated as of _______________ __, 2001,
as the same may be amended or supplemented from time to time.

         This Certificate is one of the duly authorized Certificates designated
as Wells Fargo Auto Trust 2001-A Asset Backed Certificates (herein called the
"Certificates"). Also issued under the Indenture dated as of May __, 2001,
between Issuer and Indenture Trustee, are six classes of Notes designated as
[_____]% Class A-1 Asset Backed Notes (the "Class A-1 Notes"), [_____]% Class
A-2 Asset Backed Notes (the "Class A-2 Notes"), [_____]% Class A-3 Asset Backed
Notes (the "Class A-3 Notes"), [_____]% Class A-4 Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Notes"), [_____]% Class B Asset Backed Notes (the "Class B
Notes") and [_____]% Class C Asset Backed Notes (the "Class C Notes", and
together with the Class A


                                  Exhibit A-3
<PAGE>   40
Notes and the Class B Notes, the "Notes"). This Certificate is issued under and
is subject to the terms, provisions and conditions of the Trust Agreement, to
which Trust Agreement the holder of this Certificate by virtue of the acceptance
hereof assents and by which such holder is bound.

         Under the Trust Agreement, there will be distributed on the 15th day of
each month (or, if such 15th day is not a Business Day, the next Business Day),
commencing on June 15, 2001, to the Person in whose name this Certificate is
registered at the close of business on the last day of the preceding month, such
Certificateholder's Certificate Percentage Interest in the amount to be
distributed to Certificateholders on such date.

         The holder of this Certificate acknowledges and agrees that its rights
to receive distributions in respect of this Certificate are subordinated to the
rights of the Noteholders as described in the Sale and Servicing Agreement, the
Indenture and the Trust Agreement, as applicable.

         It is the intent of the Depositor, Servicer and the Certificateholders
that, for purposes of federal income, state and local income and franchise tax,
until the Trust Certificates are held by other than the Depositor, the Issuer
will be disregarded as an entity separate from its owner. At such time that the
Certificates are held by more than one person, it is the intent of the Seller,
Servicer and the Certificateholders that, for purposes of federal income, state
and local income and franchise tax, the Issuer will be treated as a partnership,
the assets of which are the assets held by the Issuer, and the
Certificateholders will be treated as partners in that partnership. The Seller
and the other Certificateholders, by acceptance of a Certificate, agree to
treat, and to take no action inconsistent with the treatment of, the
Certificates as such for tax purposes.

         Each Certificateholder, by its acceptance of a Certificate, covenants
and agrees that such Certificateholder will not at any time institute against
Depositor, or join in or encourage any institution against Depositor of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Certificates, the
Notes, the Trust Agreement or any of the Basic Documents.

         Each Certificateholder by accepting a Certificate acknowledges that
such Certificateholder's Certificates represent beneficial interests in Issuer
only and do not represent interests in or obligations of Depositor, Servicer,
Administrator, Seller, Owner Trustee, Indenture Trustee or any Affiliate thereof
and no recourse may be had against such parties or their assets, except as
expressly set forth or contemplated in the Trust Agreement, the Certificates or
the Basic Documents.

         In furtherance of and not in derogation of the foregoing, to the extent
Depositor enters into other securitization transactions, each Certificateholder,
by accepting a Certificate, acknowledges and agrees that it shall have no right,
title or interest in or to any assets or interests therein of Depositor (other
than the Trust Estate and Reserve Account relating to this transaction) conveyed
or purported to be conveyed by Depositor to another securitization trust or
other Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) ("Other Assets").
To the extent that, notwithstanding the agreements and provisions contained
herein, a Certificateholder either (i) asserts an interest or


                                  Exhibit A-4
<PAGE>   41
claim to, or benefit from, Other Assets, whether asserted against or through
Depositor or any other Person owned by Depositor, or (ii) is deemed to have any
such interest, claim or benefit in or from Other Assets, whether by operation of
law, legal process, pursuant to applicable provisions of insolvency laws or
otherwise (including by virtue of Section 1111(b) of the Federal Bankruptcy Code
or any successor provision having similar effect under the Bankruptcy Code), and
whether deemed asserted against or through Depositor or any other Person owned
by Depositor, then each Certificateholder, by accepting a Certificate, further
acknowledges and agrees that any such interest, claim or benefit in or from
Other Assets is and shall be expressly subordinated to the indefeasible payment
in full of all obligations and liabilities of Depositor which, under the terms
of the relevant documents relating to the securitization of such Other Assets,
are entitled to be paid from, entitled to the benefits of, or otherwise secured
by such Other Assets (whether or not any such entitlement or security interest
is legally perfected or otherwise entitled to priority of distribution or
application under applicable law, including insolvency laws, and whether
asserted against Depositor or any other Person owned by Depositor), including
the payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. Each Certificateholder, by
acceptance of a Certificate, further acknowledges and agrees that no adequate
remedy at law exists for a breach of this paragraph and the terms of this
paragraph may be enforced by an action for specific performance. The provisions
of this paragraph shall be for the third party benefit of those entitled to rely
thereon and shall survive the termination of the Trust Agreement.

         The Certificates may not be acquired by or for the account of or with
the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA)
that is subject to the provisions of Title 1 of ERISA, (b) a plan described in
Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include
plan assets by reason of a plan's investment in the entity (each, a "Benefit
Plan"). By accepting and holding this Certificate, the Holder hereof shall be
deemed to have represented and warranted that it is not a Benefit Plan and is
not purchasing on behalf of a Benefit Plan.

         Unless the certificate of authentication hereon shall have been
executed by an authorized officer of Owner Trustee, by manual signature, this
Certificate shall not entitle the holder hereof to any benefit under the Trust
Agreement or the Sale and Servicing Agreement or be valid for any purpose.

         THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.




                                  Exhibit A-5
<PAGE>   42
         IN WITNESS WHEREOF, Owner Trustee on behalf of Issuer and not in its
individual capacity, has caused this Certificate to be duly executed.


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



                                    Dated:________________
                                    By:_______________________________________



                                  Exhibit A-6
<PAGE>   43
OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Trust
Agreement.

                                    WILMINGTON TRUST COMPANY, as
                                    Owner Trustee


                                    By:_________________________________________
                                    Authenticating Agent

                                    By:_________________________________________
                                    Authorized Signatory





                                  Exhibit A-7
<PAGE>   44
                                   ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


--------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)

--------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably
constituting and appointing


--------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate Registrar,
with full power of substitution in the premises.


Dated:
--------------------------------------------------------------------------
                                                                          *
--------------------------------------------------------------------------
Signature Guaranteed:

                                                                          *
--------------------------------------------------------------------------

--------------------------------------------------------------------------

--------------------------------
* NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by a member firm of the New York Stock Exchange or
a commercial bank or trust company.



                                  Exhibit A-8
<PAGE>   45
                                    EXHIBIT B

                         FORM OF TRANSFEROR CERTIFICATE


[Date]



Wells Fargo Trust 2001-A,
  as Issuer
c/o Wells Fargo Bank Minnesota,
National Association
      as Certificate Registrar
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479

Ladies and Gentlemen:

         In connection with our proposed sale of the 100% Asset Backed
Certificates (the "Certificate") of Wells Fargo Auto Trust 2001-A (the
"Issuer"), a trust formed by Wells Fargo Auto Receivables Corporation (the
"Depositor" or "Seller"), we confirm that:

         a. The Transferor is the lawful owner of the Certificate with the full
right to transfer the Certificate free from any and all claims and encumbrances
whatsoever.

         b. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of the Certificates,
any interest in the Certificate or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of the Certificate, any interest in the Certificate or any other
similar security from any person in any manner, (c) otherwise approached or
negotiated with respect to the Certificate, any interest in the Certificate or
any other similar security with any person in any manner, (d) made any general
solicitation with respect to the Certificate, any interest in the Certificate or
any other similar security be means of general advertising or in any manner, or
(e) taken any other action with respect to the Certificate, any interest in the
Certificate or any other similar security, which (in the case of any of the acts
described in clauses (a) through (e) hereof) would constitute a distribution
under the Securities Act of 1933 (the "Securities Act"), or would render the
disposition of the Certificate a violation of Section 5 of the Securities Act or
any state securities laws, or would require registration or qualification of the
Certificate pursuant to the Securities Act or any state securities laws.

         c. The Transferor and any person acting on behalf of the Transferor in
this matter reasonably believe that the Transferee is either (a) a "qualified
institutional buyer" (as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act) purchasing for its own account or (b) either (i) an
"accredited investor" within the meaning of paragraph (1), (2), (3) or (7) of
Rule 501(a) under the Securities Act or (ii) an entity in which all the equity
owners are


                                  Exhibit B-1
<PAGE>   46
"accredited investors" within the meaning of paragraph (1), (2), (3) or (7) of
Rule 501(a) under the Securities Act, and has such knowledge and experience in
financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Certificate.

         d. Unless the Transferee is either (a) an "accredited investor" within
the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act or (b)
an entity in which all the equity owners are "accredited investors" within the
meaning of paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities
Act that is furnishing a Transferee Certificate in the form of Exhibit B-3 to
the Sale and Servicing Agreement, the Transferor or a person acting on its
behalf has taken reasonable steps to ensure that the Transferee is aware that
the Transferor is relying on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A.

         e. The Transferor or a person acting on its behalf has furnished, or
caused to be furnished, to the Transferee all information regarding (a) the
Certificates and distributions thereon, (b) the nature, performance and
servicing of the Mortgage Loans, (c) the Sale and Servicing Agreement, and (d)
any credit enhancement mechanism associated with the Certificates, that the
Transferee has requested.

         f. The Transferor has notified the Transferee of the transfer
restrictions applicable to the Certificate and of the representations,
agreements and covenants such Transferee is deemed to make as a result of its
acceptance of such Certificate, as described in the Trust Agreement. The
Transferor has no actual knowledge that the Transferee is or intends to become a
Prohibited Pass-through Entity (as defined in the Trust Agreement). The proposed
Transfer will not cause the number of Targeted Holders (as defined in the Trust
Agreement) to exceed ninety (90).


                                    Very truly yours,


                                    Print Name of Transferor

                                    ------------------------------------

                                    By:
                                    ---------------------------------
                                    Name:
                                    -------------------------------
                                    Title:
                                    ------------------------------



                                  Exhibit B-2
<PAGE>   47
                                    EXHIBIT C

                         FORM OF TRANSFEREE CERTIFICATE


[Date]



Wells Fargo Trust 2001-A,
  as Issuer
c/o Wells Fargo Bank Minnesota,
National Association
      as Certificate Registrar
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479

Ladies and Gentlemen:

         In connection with our proposed purchase of the 100% Asset Backed
Certificates (the "Certificates") of Wells Fargo Auto Trust 2001-A (the
"Issuer"), a trust formed by Wells Fargo Auto Receivables Corporation (the
"Depositor" or "Seller"), we confirm that:

         (a) We are a "qualified institutional buyer" as defined in Rule 144A
("QIB") and are acquiring the Certificate for its own institutional account (and
not for the account of others) or as a fiduciary or agent for others (which
others also are QIBs);

         (b) We acknowledge that the Certificates have not been and will not be
registered under the Securities Act or the securities laws of any jurisdiction;

         (c) We are familiar with Rule 144A and are aware that the sale is being
made in reliance on Rule 144A and we are not acquiring the Certificates with a
view to, or for resale in connection with, a distribution that would constitute
a public offering within the meaning of the Securities Act or a violation of the
Securities Act, and that, if in the future we decide to resell, assign, pledge
or otherwise transfer any Certificates, such Certificates may be resold,
assigned, pledged or transferred only (i) to the Depositor or any Affiliate
thereof, (ii) so long as such Certificate is eligible for resale pursuant to
Rule 144A, to a person whom we reasonably believe after due inquiry is a QIB
acting for its own account (and not for the account of others) or as a fiduciary
or agent for others (which others also are QIBs) to whom notice is given that
the resale, pledge, assignment or transfer is being made in reliance on Rule
144A, (iii) pursuant to an effective registration statement under the Securities
Act or (iv) in a sale, pledge or other transfer made in a transaction otherwise
exempt from the registration requirements of the Securities Act, in which case
(A) the Owner Trustee will require that both the prospective transferor and the
prospective transferee certify to the Owner Trustee and the Depositor in writing
the facts surrounding such transfer, which certification shall be in form and
substance satisfactory to the Owner Trustee and the Depositor and (B) the Owner
Trustee will require a written opinion of


                                  Exhibit C-1
<PAGE>   48
counsel (which will not be at the expense of the Depositor or the Owner Trustee)
satisfactory to the Depositor and the Owner Trustee to the effect that such
transfer will not violate the Securities Act, in each case in accordance with
any applicable securities or "Blue Sky" laws of any state of the United States;

         (d) No Certificate will be acquired or held by any "employee benefit
plan" subject to ERISA or a "plan" described by Section 4975(e)(1) of the
Internal Revenue Code of 1986, as amended, or by any entity deemed to hold the
assets of any of the foregoing by reason of an employee benefit plan's or other
plan's investment in such entity. Each Person who acquires any Certificate or
interest therein will certify that the foregoing conditions are satisfied.

         (e) We are aware that we (or any account for which we are purchasing)
may be required to bear the economic risk of an investment in the Certificates
for an indefinite period, and we (or such account) are able to bear such risk
for an indefinite period;

         (f) We understand that the Certificates will bear legends substantially
as set forth in Section 3.12 of the Trust Agreement;

         (g) If we are acquiring any Certificates for the account of one or more
qualified institutional buyers, we represents that we have sole investment
discretion with respect to each such account and that we have full power to make
the foregoing acknowledgments, representations and agreements on behalf of each
such account; and

         (h) We acknowledge that the Owner Trustee, the Depositor, and their
Affiliates, and others will rely upon the truth and accuracy of the foregoing
acknowledgments, representations and agreements.

         (i) We acknowledge that we have been notified of the transfer
restrictions and related provisions applicable to the Certificates set forth in
the Trust Agreement and agree to be bound by such restrictions and provisions.

         (j) We hereby represent to and agree with Issuer and Owner Trustee that
we have not acquired, and will not transfer, any Certificate or cause any
Certificate to be marketed on or through (i) an "established securities market",
as defined for purposes of Section 7704 of the Code or (ii) a "secondary market
(or the substantial equivalent thereof)", as defined for purposes of Section
7704 of the Code. In addition, we represent to and agree with Issuer and Owner
Trustee that we are not and will not become a partnership, subchapter S
corporation, estate or trust for U.S. federal income tax purposes a principal
purpose of the use of which is to permit Issuer to satisfy the 100-partner
limitation in Treas. Reg. Section 1.7704-1(h).




                                  Exhibit C-2
<PAGE>   49
         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.


                                    Very truly yours,


                                    By:________________________________
                                    Name:
                                    Title:



                                  Exhibit C-3