MOTOR ACCEPTANCE CORPORATION
MASTER OWNER TRUST RECEIVABLES,
Section 3.04 of the Amended and Restated Transfer and Servicing Agreement,
as of October 15, 2003 (as in effect on the date hereof, the “Transfer
Wholesale Receivables Corporation II, as transferor (the “Transferor”),
Owner Trust Receivables, as issuer (the “Issuer”)
Motor Acceptance Corporation, as servicer (the “Servicer”)
5.03(a) of the Indenture Supplement, dated as of July 20, 2005 (as in effect
the date hereof, the “Indenture
to the Amended
and Restated Indenture, dated as of October 15, 2003 (as in effect on the date
hereof, the “Base
with the Indenture Supplement, the “Indenture”),
the Issuer and JPMorgan Chase Bank, National Association, as indenture trustee
is required to prepare a Payment Date Statement. The undersigned, a duly
Authorized Officer of the Servicer, does hereby certify in this Certificate
used in this Certificate have their respective meanings set forth in the Annex
of Definitions attached to the Indenture and the other Transaction Documents
the Indenture Supplement, as applicable.
is being delivered pursuant to Section 5.03(a) of the Indenture
is the Servicer under the Indenture and the Transfer and Servicing Agreement.
The undersigned is an Authorized Officer of the Servicer.
date of the
Certificate is on, or prior to, the Determination Date related to the Payment
Date occurring on September 15, 2005.
of the date
hereof, the best knowledge of the undersigned, the Servicer has performed in
material respects all its obligations under the Indenture and the Transfer
Servicing Agreement through the Collection Period preceding such Payment
of the date
hereof, no Early Amortization Event or Event of Default has occurred and is
continuing under (and as defined in) the Indenture and, to the best of knowledge
of the undersigned, no event or condition exists which notice and/or the passage
of time, would constitute an Early Amortization Event or Event of
Statement with respect to the Payment Date occurring on September 15,
is true, complete and accurate in all material respects.
WHEREOF, the undersigned has duly executed and delivered this Certificate this