0001193125-03-063857 Sample Contracts

ADMINISTRATION AGREEMENT Among SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VIII Issuer And GENERAL MOTORS ACCEPTANCE CORPORATION Administrator And THE BANK OF NEW YORK Indenture Trustee Dated As Of October 7, 2003
Administration Agreement • October 20th, 2003 • Wholesale Auto Receivables Corp • Asset-backed securities • New York

THIS ADMINISTRATION AGREEMENT is made as of October 7, 2003, among Superior Wholesale Inventory Financing Trust VIII, a Delaware statutory trust (the “Issuer”), GENERAL MOTORS ACCEPTANCE CORPORATION, a Delaware corporation, as administrator (the “Administrator”), and THE BANK OF NEW YORK, a New York banking corporation, not in its individual capacity but solely as Indenture Trustee (the “Indenture Trustee”).

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CUSTODIAN AGREEMENT BETWEEN GENERAL MOTORS ACCEPTANCE CORPORATION CUSTODIAN AND WHOLESALE AUTO RECEIVABLES CORPORATION SELLER DATED AS OF OCTOBER 7, 2003
Custodian Agreement • October 20th, 2003 • Wholesale Auto Receivables Corp • Asset-backed securities • New York

THIS CUSTODIAN AGREEMENT, dated as of October 7, 2003 is made 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 “Custodian” in its capacity as Custodian of such Receivables), and Wholesale Auto Receivables Corporation, a Delaware corporation (the “Seller”).

TRUST AGREEMENT BETWEEN WHOLESALE AUTO RECEIVABLES CORPORATION SELLER AND CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION OWNER TRUSTEE DATED AS OF OCTOBER 7, 2003
Trust Agreement • October 20th, 2003 • Wholesale Auto Receivables Corp • Asset-backed securities • Delaware

THIS TRUST AGREEMENT, dated as of October 7, 2003, between WHOLESALE AUTO RECEIVABLES CORPORATION, a Delaware corporation, as Seller, and CHASE MANHATTAN BANK USA, NATIONAL ASSOCIATION as Owner Trustee.

POOLING AND SERVICING AGREEMENT BETWEEN GENERAL MOTORS ACCEPTANCE CORPORATION SELLER AND SERVICER AND WHOLESALE AUTO RECEIVABLES CORPORATION PURCHASER DATED AS OF OCTOBER 7, 2003 Superior Wholesale Inventory Financing Trust VIII
Pooling and Servicing Agreement • October 20th, 2003 • Wholesale Auto Receivables Corp • Asset-backed securities • New York

THIS POOLING AND SERVICING AGREEMENT is made as of October 7, 2003, 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”).

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