Superior Wholesale Inventory Financing Trust 2007-Ae-1 Sample Contracts

February 13, 2007
Superior Wholesale Inventory Financing Trust 2007-Ae-1 • February 16th, 2007 • Asset-backed securities

The purpose of this letter agreement is to confirm the terms and conditions of the Swap Transaction (the “Primary Basis Swap”) entered into between Bank of America, N.A. (the “Counterparty”) and Superior Wholesale Inventory Financing Trust 2007-AE-1 (the “Trust”) as of the Trade Date listed below (the “Transaction”). This letter constitutes a “Confirmation” as referred to in the Primary ISDA Agreement specified below.

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ADMINISTRATION AGREEMENT among SUPERIOR WHOLESALE INVENTORY FINANCING TRUST 2007-AE-1 Issuing Entity and GMAC LLC Administrator and The Bank of New York Trust Company, N.A. Indenture Trustee Dated as of February 13, 2007
Administration Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT is made as of February 13, 2007, among Superior Wholesale Inventory Financing Trust 2007-AE-1, a Delaware statutory trust (the “Issuing Entity”), GMAC LLC, a Delaware limited liability company, as administrator (the “Administrator”), and The Bank of New York Trust Company, N.A., a national banking association, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

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SCHEDULE TO THE ISDA MASTER AGREEMENT (Multicurrency-Cross Border) (this “Agreement”) dated as of February 13, 2007 between SUPERIOR WHOLESALE INVENTORY FINANCING TRUST 2007-AE-1 (the “Trust”) and BANK OF AMERICA, N.A. (the “Counterparty”)
The Isda Master Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York
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CUSTODIAN AGREEMENT BETWEEN GMAC LLC CUSTODIAN AND WHOLESALE AUTO RECEIVABLES LLC DEPOSITOR DATED AS OF FEBRUARY 13, 2007
Custodian Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York

THIS CUSTODIAN AGREEMENT, dated as of February 13, 2007 is made between GMAC LLC, a Delaware limited liability company (referred to herein as “GMAC” in its capacity as Depositor of the Receivables specified herein and as “Custodian” in its capacity as Custodian of such Receivables), and Wholesale Auto Receivables LLC, a Delaware limited liability company (the “Depositor”).

Sample 1
SWAP COUNTERPARTY RIGHTS AGREEMENT AMONG BANK OF AMERICA, N.A., AS SWAP COUNTERPARTY SUPERIOR WHOLESALE INVENTORY FINANCING TRUST 2007-AE-1, AS ISSUING ENTITY GMAC LLC, AS SERVICER, CUSTODIAN, AND ADMINISTRATOR WHOLESALE AUTO RECEIVABLES LLC, AS...
Swap Counterparty Rights Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York

THIS SWAP COUNTERPARTY RIGHTS AGREEMENT, dated as of February 13, 2007 (this “Agreement”), is among BANK OF AMERICA, N.A., as Swap Counterparty (the “Primary Swap Counterparty”), SUPERIOR WHOLESALE INVENTORY FINANCING TRUST 2007-AE-1, a Delaware statutory trust (the “Trust” or the “Issuing Entity”), GMAC LLC, a Delaware limited liability company, as Servicer, Custodian, and Administrator (“GMAC”), WHOLESALE AUTO RECEIVABLES LLC, a Delaware limited liability company, as Depositor (the “DEPOSITOR”), THE BANK OF NEW YORK TRUST COMPANY, N.A., not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”), and HSBC BANK USA, NATIONAL ASSOCIATION, a Delaware banking corporation, not in its individual capacity but solely as Owner Trustee (the “Owner Trustee”).

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Contract
Triparty Contingent Assignment Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York

TRIPARTY CONTINGENT ASSIGNMENT AGREEMENT dated as of February 13, 2007 (the “Agreement”), among Superior Wholesale Inventory Financing Trust 2007-AE-1 (the “Trust”), GMAC LLC (“GMAC”), and Bank of America, N.A. (“Primary Swap Counterparty”).

Sample 1
TRUST SALE AND SERVICING AGREEMENT AMONG GMAC LLC SERVICER WHOLESALE AUTO RECEIVABLES LLC DEPOSITOR AND SUPERIOR WHOLESALE INVENTORY FINANCING TRUST 2007-AE-1 ISSUING ENTITY DATED AS OF FEBRUARY 13, 2007
Pooling and Servicing Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York

THIS TRUST SALE AND SERVICING AGREEMENT is made as of February 13, 2007, by and among GMAC LLC, a Delaware limited liability company (“GMAC”) and in its capacity as Servicer under the Pooling and Servicing Agreement and hereunder (the “Servicer”), WHOLESALE AUTO RECEIVABLES LLC, a Delaware limited liability company (the “Depositor”), and SUPERIOR WHOLESALE INVENTORY FINANCING TRUST 2007-AE-1, a Delaware statutory trust (the “Issuing Entity” or the “Trust”).

Sample 1
CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Class 2007-A
Trust Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities

The undersigned hereby certifies, pursuant to the Trust Agreement dated as of February 13, 2007 (the “Trust Agreement”), between Wholesale Auto Receivables LLC, a Delaware limited liability company (the “Depositor”), and HSBC Bank USA, National Association, a national banking association, as Owner Trustee (the “Owner Trustee”), that there has been established pursuant to and in conformity with resolutions duly adopted by the Board of Directors of the Depositor, a class of Certificates to be issued under and in conformity with the Trust Agreement, which class of Certificates shall have the terms specified herein. Capitalized terms used and not otherwise defined herein shall have the meanings specified in Appendix 1 hereto or, if not defined therein, then shall have the meanings set forth in Part 1 of Appendix A to the Trust Sale and Servicing Agreement, dated as of February 13, 2007, among Superior Wholesale Inventory Financing Trust 2007-AE-1 (the “Issuing Entity” or the “Trust”), the

Sample 1
TRUST AGREEMENT BETWEEN WHOLESALE AUTO RECEIVABLES LLC depositor AND HSBC BANK USA, NATIONAL ASSOCIATION owner trustee DATED AS OF FEBRUARY 13, 2007
Trust Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • Delaware

THIS TRUST AGREEMENT, dated as of February 13, 2007, between WHOLESALE AUTO RECEIVABLES LLC, a Delaware limited liability company, as Depositor, and HSBC BANK USA, NATIONAL ASSOCIATION as Owner Trustee.

Sample 1
POOLING AND SERVICING AGREEMENT BETWEEN GMAC LLC SELLER AND SERVICER AND WHOLESALE AUTO RECEIVABLES LLC PURCHASER DATED AS OF FEBRUARY 13, 2007 Superior Wholesale Inventory Financing Trust 2007-AE-1
Pooling and Servicing Agreement • February 16th, 2007 • Superior Wholesale Inventory Financing Trust 2007-Ae-1 • Asset-backed securities • New York

THIS POOLING AND SERVICING AGREEMENT is made as of February 13, 2007, between GMAC LLC, a Delaware limited liability company (referred to herein as “GMAC” in its capacity as seller of the Receivables specified herein and as the “Servicer” in its capacity as servicer of the Receivables), and WHOLESALE AUTO RECEIVABLES LLC, a Delaware limited liability company (the “Purchaser”).

Sample 1
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