POOLING AND SERVICING AGREEMENT BETWEEN GENERAL MOTORS ACCEPTANCE CORPORATION SELLER AND SERVICER AND WHOLESALE AUTO RECEIVABLES CORPORATION PURCHASER DATED AS OF [•] Superior Wholesale Inventory Financing Trust [•]Pooling and Servicing Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities • New York
THIS POOLING AND SERVICING AGREEMENT is made as of [•], between GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation (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 CORPORATION, a Delaware corporation (the “Purchaser”).
TRUST AGREEMENT BETWEEN WHOLESALE AUTO RECEIVABLES CORPORATION DEPOSITOR AND OWNER TRUSTEE DATED AS OF [•]Trust Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities • Delaware
THIS TRUST AGREEMENT, dated as of [•], between WHOLESALE AUTO RECEIVABLES CORPORATION, a Delaware corporation, as Depositor, and [•] as Owner Trustee.
ADMINISTRATION AGREEMENT among SUPERIOR WHOLESALE INVENTORY FINANCING TRUST [•] Issuing Entity and GENERAL MOTORS ACCEPTANCE CORPORATION Administrator and Indenture Trustee Dated as of [•]Administration Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities • New York
THIS ADMINISTRATION AGREEMENT is made as of [•], among Superior Wholesale Inventory Financing Trust [•], a Delaware statutory trust (the “Issuing Entity”), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, as administrator (the “Administrator”), and [•], a [•] banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).
SUPERIOR WHOLESALE INVENTORY FINANCING TRUST [•] [$[•] Class A Floating Rate Asset Backed Term Notes, Series [•]] [$[•] Class B Floating Rate Asset Backed Term Notes, Series [•]] [$[•] Class C Floating Rate Asset Backed Term Notes, Series [•]]...Underwriting Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities • New York
TRUST SALE AND SERVICING AGREEMENT AMONG GENERAL MOTORS ACCEPTANCE CORPORATION SERVICER WHOLESALE AUTO RECEIVABLES CORPORATION DEPOSITOR AND SUPERIOR WHOLESALE INVENTORY FINANCING TRUST [•] ISSUING ENTITY DATED AS OF [•]Trust Sale and Servicing Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities • New York
THIS TRUST SALE AND SERVICING AGREEMENT is made as of [•], by and among GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation (“GMAC”) and in its capacity as Servicer under the Pooling and Servicing Agreement and hereunder (the “Servicer”), WHOLESALE AUTO RECEIVABLES CORPORATION, a Delaware corporation (the “Depositor”), and SUPERIOR WHOLESALE INVENTORY FINANCING TRUST [•], a Delaware statutory trust (the “Issuing Entity” or the “Trust”).
CERTIFICATE ISSUANCE ORDER Floating Rate Asset Backed Certificates, Class [•]Trust Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities
The undersigned hereby certifies, pursuant to the Trust Agreement dated as of Financing Trust [•] (the “Trust Agreement”), between Wholesale Auto Receivables Corporation, a Delaware corporation (the “Depositor”), and [•], 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 Financing Trust [•], among Superior Wholesale Inventory Financing Trust [•] (the “Issuing Entity” or the “Trust”), the Depositor and General Motors Acceptance
CUSTODIAN AGREEMENT BETWEEN GENERAL MOTORS ACCEPTANCE CORPORATION CUSTODIAN AND WHOLESALE AUTO RECEIVABLES CORPORATION DEPOSITOR DATED AS OF [•]Custodian Agreement • March 21st, 2006 • Wholesale Auto Receivables Corp • Asset-backed securities • New York
THIS CUSTODIAN AGREEMENT, dated as of [·] is made between General Motors Acceptance Corporation, a Delaware corporation (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 Corporation, a Delaware corporation (the “Depositor”).
